Made in the U.K.

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It was game on for "The Duchess" in 2007 when Keira Knightley signed on to star in Saul Dibb's sophomore fictional feature. In stark contrast to Dibb's gritty directorial debut "Bullet Boy," Knightley and fellow stars Ralph Fiennes, Hayley Attwell, Charlotte Rampling and Dominic Cooper dusted off wigs, gowns and other 18th century frippery for the £15 million ($25 million) costume drama.

The script told the story of the Duchess of Devonshire and her extravagant political and personal life, which saw her take a lover after her husband's constant philandering became too much to bear. Produced by former PolyGram Films chief Michael Kuhn and Gabrielle Tana, the project attracted heavyweight backing from French-owned and London-based Pathe U.K., who took U.K. and French distribution rights, as well as international sales rights for the rest of the world. In return, Pathe put up the entire budget less a £1.5 million ($2.4 million) investment from the BBC (who took U.K. free TV rights) and a £2.5 million ($4 million) U.K. tax credit. When Pathe came on board they restructured the film as an Anglo-French-Italian co-production under the European Convention in order to maximize the value of the film in all three territories.

The film, which shot entirely on location in the U.K., qualified not just for the U.K. tax credit (equal to about 16% of the movie's overall budget), but also for local boxoffice-based benefits in France and Italy. Pathe felt confident in committing to finance as soon as Knightley boarded the project, making presales likely, especially to the U.S., which at that time had a far more vibrant specialized film market (the film was eventually presold to the then-active Paramount Vantage).
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