It's no surprise that "The Duchess," a film about an English royal beauty famous for her trendsetting style, is a visual treat. It features lavish costumes, opulent interiors and lovely views of pastures and 18th-century mansions.

But "The Duchess" is more than eye candy. With soap-opera sensibility and contemporary flair, the film — based on Amanda Foreman's biography, "Georgiana, Duchess of Devonshire" — delves into inequality and abuse of power in personal and universal ways. The political discussions are timely and familiar to the modern ear.

Early on, Georgiana (Keira Knightley) explains that women's fascination with fashion originates from the scarcity of outlets for self-expression. As her opportunities for happiness disappear, Georgiana's outfits sadly become increasingly elaborate.

Thankfully, Knightley doesn't rely on the pouty lips that were the only remarkable thing about her acting in "Atonement." Instead, she reveals complex layers under Georgiana's bright public veneer and huge wigs.

Knightley falters a bit as an innocent 17-year-old when "The Duchess" begins, but her Georgiana becomes more credible with every scene. She conveys confusion, hurt and rage, as she is manipulated by her mother (the great Charlotte Rampling), betrayed by her best friend and controlled by her cold-hearted husband.

But Knightley doesn't carry the film, which wouldn't work without Ralph Fiennes' perfectly calibrated performance.

Twice Oscar-nominated and famed for his evil Lord Voldemort in the "Harry Potter" series, Fiennes is Georgiana's wretched husband, William, the Duke of Devonshire. While the powerful duke is a cruel, self-absorbed oaf, Fiennes gives him a streak of humanity and subtly expands his character overtime.

Director Saul Dibb paints the duke as the bad guy and minimizes Georgiana's real-life gambling and alcohol problems, but not her support of the progressive Whig party. She is a loving mother to their daughters, even to one who was a result of William's many dalliances. Her inability to give him a male heir infuriates him.

The disparity of their positions grows more stark when the duke starts an affair with her best friend, Bess. Hayley Atwell ("Brideshead Revisited") brings verve and compassion to Bess, who also has few options. As devoted mothers and intimate friends, their bond goes deep, as does Georgiana's wound over the affair.

Georgiana believes that her eventual peace with this arrangement will result in her husband's acceptance of her relationship with her Whig compatriot, Charles Grey. Knightley and Dominic Cooper ("Mamma Mia!") generate a palpable yet repressed chemistry. When she finally acts on this longtime attraction, William tightens his already ironclad grip. She pursues the only passions he will allow: her children and her fashion statements.

Director Dibb, who also co-wrote the screenplay, presents this historic tale as melodrama. The score by the usually tasteful Rachel Portman annoyingly ratchets up to a bodice-ripping romance that at times overpowers the dialogue.

It is no coincidence that Georgiana, adored by the common folk and trapped in a loveless royal marriage, is reminiscent of Lady Diana — Georgiana was her great-great-great-great-aunt.

The public's obsession for wealthy, stylish, unhappy women transcends the ages. "The Duchess" exploits, rather than explores, this phenomenon. But the movie — like the phenomenon — can be involving and pleasurable.

"The Duchess." Rated: PG-13. Running time: 1 hour, 50 minutes. 3 stars.

To find out more about Beth Wood and read features by other Creators Syndicate writers and cartoonists, visit the Creators Syndicate website at www.creators.com.

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