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The Making of a Lady (2012) – A Lesser Known Gem from Frances Hodgson Burnett

Lydia Wilson, Linus Roache, James D'Arcy, Hasina Haque, and Joanna Lumley star.

The Making of a Lady (2012) – Plot, Cast, and Review

The Making of a Lady still of Linus Roache and Lydia Wilson

Writer Frances Hodgson Burnett wrote stories familiar and beloved to many, including Little Lord Fauntleroy, A Little Princess, and The Secret Garden. All of these have been adapted for the screen.

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But not nearly as many are familiar with Burnett’s novel The Making of a Marchioness and its’ sequel, The Methods of Lady Walderhurst. ITV adapted the former as a television film named The Making of a Lady


the making of a lady poster

The Making of a Lady stars Lydia Wilson as the impoverished but genteel young woman, Emily Fox-Seton.

Orphaned at a young age, she has been forced to make her own way in the world. Gifted an education by her relatives, her options remain few. She has difficulty maintaining steady employment to pay her rooming fare at a run-down but respectable boarding house.

After being let go from her temporary job as a secretary to Lady Maria Byrne, she receives an unexpected offer from the Lady’s nephew, the older Lord James Walderhurst.

In need of an heir, the older Marquess proposes a marriage of convenience. With few options, the penniless Emily accepts his unromantic marriage proposal despite wanting to marry for love. Walderhurst soon introduces her as the mistress of his country home, where a less-than-hospitable staff meets her.

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Just as Emily and Walderhurst begin to grow closer, he decides to re-enlist in his old regiment and return to India. He instructs his dour but trusted butler, Mr. Litton, to look out for his new wife.

The Making of a Lady 2012 promo photo of Hasina Haque and James D'Arcy
Credit: Fremantle Media/Runaway Fridge Productions/ITV/PBS

Shortly after his departure, Walderhurst’s cousin Alec Osborne and his Indian-born wife Hester arrive with a letter from the Marquess requesting they also keep an eye on Emily.

Despite prior inferences from her new husband and Lady Byrne about Alec’s character, Emily is thrilled to have some pleasant, young relatives around to keep her company and moves them into the house.

But strange things begin occurring, and Alec’s behavior becomes erratic. Is he a threat, or is Emily imagining things?



The Making of a Lady left me with mixed feelings. The film tried to tackle too many things in its short 90 minutes run time. I thought I was watching a period romance for the first thirty minutes. Then the film switches gears in the second half to become a gothic mystery.

Also, this is a slower-paced film. The little action that occurs happens quickly and is confined to the last thirty minutes of the film.

Kate Brooke (the screenwriter) and Richard Curson Smith (the director) would have better served the story by building up the tension before coming to the climax at the end.

The Making of a Lady (2012) still of Linus Roache and Lydia Wilson.  It's for the review: A Lesser Known Gem from Frances Hodgson Burnett
Credit: Fremantle Media/Runaway Fridge Productions/ITV/PBS

Another complaint is that the character development could have been stronger, especially since the main characters were very much a product of their time in history.

Both Emily and Lord Walderhurst are polite, reticent characters who show only brief glimpses of their emotions and speak of them even less. This is true of the training of the gentry and aristocrats of that day.

Perhaps, more screen time would have allowed their characters to become better known by themselves and the audience.


Although the film does lack the depth and development it needs, I still enjoyed The Making of a Lady and the story of Emily Fox-Seton. Emily’s growth from a submissive, orphaned woman to a wife who embraces her husband’s relatives and manages his household is subtly inspiring.

When she thinks she is in danger, she takes decisive action and fights for her safety instead of making excuses.

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The country setting, cinematography, and Emily’s costumes are all gorgeous and without flaws. In fact, I was downright drooling over her burgundy dinner dress.


The Making of a Lady 2012 cast photo
Credit: Fremantle Media/Runaway Fridge Productions/ITV/PBS

The main actors were also perfectly cast. Lydia Wilson is great as the quiet, practical Miss Fox-Seton who grows into her title. And I can’t think of a better fit for Lord James Walderhurst than veteran actor Linus Roache.

Joanna Lumley in The Making of a Lady
Credit: Fremantle Media/Runaway Fridge Productions/ITV/PBS

British television regular Joanna Lumley shines in her small role as Walderhurst’s snobby aunt, Lady Byrne (not Lady Maria Bayne like in the novel).

The rest of the full cast includes James D’Arcy as Captain Alec Osborn, Hasina Haque as Hester Osborn, Malcolm Storry as Mr. Litton, Souad Faress as Ameerah, Lucy Gape as Lady Agatha Slade, and Maggie Fox as Mrs. Parke.


Overall, The Making of a Lady might have been better served were it aired as a mini-series. This would allow time to develop both the characters, their relationships with each other, and the combination of the romance and mystery genres.

But for what it is, The Making of a Lady is very well-done.

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Content Note: TV-PG/TV-14. There is a brief scene implying assault on a maid and a sensual scene between man and wife. The movie also has racism in it – so be aware. Otherwise, there is nothing overly objectionable onscreen.

Where to Watch: Stream The Making of a Lady movie on PBS Masterpiece Amazon Channel or buy it digitally on Amazon or on DVD.

Featured image credit: Fremantle Media/Runaway Fridge Productions/ITV/PBS

Four corsets rating
Three Vintage Hearts Rating

The making of a lady 2012 Review; pinterest image showing the cast


By on August 23rd, 2017

About Brittaney B.

Brittaney has had her head in the clouds ever since she first fell in love with books and film as a young child. She's a firm believer in the power of story to transport us to new places while also transforming our hearts. She tends to favor historical fiction and classic films since they also allow her to feel like a time traveler. Brittaney is a native resident of Texas and has been honing her own ability to write and tell stories for many years now. You can find more of her wordsmith skills at her website www.storyenthusiast.com.

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6 thoughts on “The Making of a Lady (2012) – A Lesser Known Gem from Frances Hodgson Burnett”

  1. I’ve never heard of this book. Thanks for this review. The plot sounds interesting. Do you know if the movie is a good adaptation of the book?

    • Sadly, I couldn’t say. I haven’t read the novel. But chances are, it is better than the film, because aren’t books usually best? Plus, I can’t imagine Hodgson Burnett writing a bad story.

  2. The movie was horrifically racist – the last thing I expected going in to watch this film. I wish this was acknowledged in the review

  3. First, I have to say, thank you so much for this website! It’s my go to when I’m looking for recommendations. You guys have really done a great job with it.

    Secondly, to provide some context. This movie is based off a novel and its sequel written by Frances Hodgson Burnett and was published in 1901. She’s a British author and as many know Britain used to rule India. And when this was written it was smack dab in the middle of the British Raj and it seems that the author has period-typical views about that in her works. The villains in this movie are from or have spent significant time in India. If that is something that is upsetting or uncomfortable for you to watch, then I would sit this one out.

    I do agree with the reviewer that this should’ve been a miniseries. Everything was so jam-packed and happened so fast. But the romantic moments we got….swoon!

    • Thank you for your kind words! And thank you for helping readers with the context. Some viewers are uncomfortable with this period drama for that reason, so it helps to have all of the information.


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