While Knightley's preppy cover, shot by Carter Smith and styled by Joe Zee, looks downright J. Crew catalog-esque (which we consider a really good thing!) -- the actress wears a proper Ralph Lauren blazer, button-down shirt and trousers paired with a rhinestone Vera Wang belt (worn as a chunky necklace) -- the inside pages leave us wanting a bit more.
The somewhat disjointed fashion spread finds the British actress in an old-fashioned hotel room (a large marble museum-like space) posing at an unflattering angle in front of a giant velvet curtain, while wearing everything from a fairy tale-worthy evening dress by Vera Wang, a cocktail-appropriate number by Emporio Armani and even uber-casual jersey leggings by Marc Jacobs.
Perhaps the only consistency in the fashion story is the curly and voluminous brown mane that was gathered tightly around Knightley's face.
In the accompanying article to the themeless shoot, the actress -- both on screen in the new film "Last Night" and onstage in the play "Misanthrope" -- is asked how she feels about being criticized for her acting skills.
"Every time I do an interview with the English press, one of their questions is, 'How do you feel knowing that everyone thinks you're a sh*t actress?'" the potty-mouthed actress tells Elle.
"You have to be selective about the people whose advice and opinions you take. I know [my parents] would never tell me I was sh*t because they were trying to hurt me. It would always come from a very sincere place."
In the film, Knightley's character has some "indiscretions" of her own, which fueled epic between-scenes discussions. "The arguments on set were just amazing about whether mental infidelity is better or worse than physical infidelity," she says.
"There was a huge gender divide on the question. Every single woman said that mental infidelity is 10 times worse than [an emotionless assignation]. And most men I spoke with said that it's the physical act that would be the ultimate betrayal."
Want more on this juicy topic -- and from Knightley's moody fashion spread? Pick up Elle's March issue, on newsstands Feb. 16.
Plus, see which other pout-happy British star is gracing the March cover of another of your favorite magazines.