TORONTO - It was one of those whirlwind days at the Toronto International Film Festival in September, running from interview to interview and screening to screening.

For three days I'd been unsuccessfully trying to set something up with Keira Knightley, but I was walking along Bloor Street following 20 long minutes with Tommy Lee Jones ("In the Valley Of Elah," "No Country for Old Men") when my phone rang. If I could get over to the Park Hyatt Hotel - FAST - the Focus Features folks would squeeze me in with Knightley (now that sounded promising) to discuss "Atonement."

Five minutes later, out of breath and sweating (always the suave way to greet a movie star) and still reeling from my encounter with Mr. Jones, I was ushered in to "Pirates of the Caribbean" star's eighth floor suite. She had a "what's wrong?" look in her eyes and I feared I might be quickly ushered out. But I told the 22-year-old actress that I had just come from a tough interview with a difficult actor.

"I hope you're nicer," I said.

"I'm not, I'm a bitch," she replied, icily. "Why was he tough?"

"He doesn't give you much," I said nervously, fearing a repeat. "You get very short answers."

"Well, I rattle on and on," she said, brightening. "How short?"

"One or two words."

"Wow, that's short. . . . I guess he's been burned a lot."

"I don't think he could have been burned more than you." (Knightley is frequently tabloid fodder due to her slender frame.)

"He might have perceived it differently," she said, laughing. "You never know."

"Anyway, let's talk about you," moving my tape recorder closer to the now-cheery actress, curled up on a couch with a bowl of beautiful berries on the table in front of her. "A few years ago you came through Philadelphia with Parminder Nagra for 'Bend It Like Beckham' and you were the new kid on the block. Could you ever have imagined, in your wildest, most ambitious dreams, that this is where you'd be a few years later?"

"I don't know," she said. "I always hoped that I'd be doing good work. I would have thought that I'd done theater by now. So, no. I've been incredibly lucky. Mostly because the films I've done - some of them - have actually been successful, and that's extraordinary. And you can't ever prepare for that. It's easy to say with hindsight that, yes, you made some very good decisions, but at the time, you never know what's going to work and what isn't."

"Even 'Pirates' could have . . ."

"I remember when I started telling people that I was doing it and people would laugh. It's based on a Disney theme park ride and a pirate film hasn't worked in 50 years and then it had Errol Flynn in it. It wasn't like it was going to be a serious piece. But it was incredible how people loved it so much and how many people went to see it again and again and again and again."

"Now with 'Atonement,' how much fun was it to get to play in the equivalent of a 1940s British war movie?"

"Aaaaamazing. I've been obsessed with '40s films for a really long time and the films made in Britain during that time are completely fascinating to me - that stiff upper lip and that emotionally repressed society. And it was really fascinating also to do a completely different style of acting.

"The acting style then," Knightley added, "was before Lee Strasberg and the sort of '50s, '60s naturalism, which I think we're still sort of in, not necessarily with 'The Method,' but definitely it's a style of acting which has been hugely inspired by that movement, so to go back before that and look at this time period and really sort of dive into that was really sort of fascinating."

"When I was watching it," I remarked, "the film reminded me a little bit of Alfred Hitchcock's 'Rebecca' " . . .

"Really? I don't know why. Good film. [But the inspiration] was David Lean's 'Brief Encounter' and 'In Which We Serve' as well. So Celia Johnson, hugely, Deborah Kerr, a little bit, and various other David Lean films - and I've completely forgotten their names. Very much the David Niven films as well.

"And getting to watch 'Brief Encounter' on a loop was, you know, 'work,' " Knightley joked. "And really interesting because the speed is completely different then what we do today. . . . It was great to get those pauses down. To earn your pauses."

"Had you read Ian McEwan's novel?"

"Before I started, yes. I read the script first. I wonder if I would have played the character the same way if I had read the book before the script. Because I think in the book [Cecelia's] a lot more maternal in a funny way. . . . What's great about having a book like 'Atonement' and what I think Ian McEwan is really wonderful at is he draws his characters completely brilliantly and you see every situation through each character's eyes, from everybody's point of view. So they can be behaving horrendously but they'll have a reason. So for an actress who's doing an adaptation it's like having a blueprint, and it's fabulous to have that backup to constantly go back to. . . . I told you I rattle on."

No problem.

"Having not read the book," I asked, "was the arch acting style of the manor a function of the time period or a function of the character's melodramatic retelling of that story later on?"

"Both. Very much. But you have to play the scene for the truth. You can't play it knowing it's a fiction created in another character's head because otherwise it will give it away from the get-go. There are parts of it that are melodramatic and unashamedly. But I think what the accents really do is help put you in that social setting and also create the tension that is hugely there in the book - it's not a comfortable read and it's not meant to be a comfortable film to watch. The whole thing is like a pressure cooker and you almost feel like something has got to explode. And I think the machine-gun quality of the accents, that very tipped English accent, the speed that goes back-and-forth and back-and-forth, works to constantly put you on edge. It never allows you to kind of get relaxed into it."

"So now that you've gone back to the '40s, can you one day bring back the '50s British comedies too?"

Knightley laughed. "Would you want to?"

"I love those Alec Guinness movies."

"I think they're trying really hard to get those sort of Ealing comedies back," Knightley said, impressing with her knowledge of British cinema. "We do do comedies very well, Richard Curtis ["Bridget Jones's Diary," "Notting Hill," "Four Weddings and a Funeral"] and all the rest of it."

"So what's next for you?"

"I've got another film here called 'Silk' and I just finished a film that actually my mom wrote, called 'The Edge of Love,' with Sienna Miller."

"Was that the film that originally was with Lindsay Lohan?"

"It was with Lindsay and she couldn't do it and Sienna brilliantly came in right at the last moment and saved us. I'm just about to start something called 'The Duchess,' which is slightly daunting, about the Duchess of Devonshire who was a political hostess in the 1780s for the Whig Party."

"And are you 'The Duchess?' "

"I am 'The Duchess.' "

"You're a young duchess?"

"Well, she was 17 when she got married."

"So you're an old duchess."

"Yes," she said, laughing, "an old duchess." *