In 1956, Marilyn Monroe was the most famous person in the world. However, she longed to be taken seriously as an actress, and following her marriage to Arthur Miller, she signed on to do a picture with Sir Laurence Olivier, the world's most revered actor. The shoot for "The Sleeping Prince" (whose title of later changed to the "The Prince and the Showgirl") wound up being a complete disaster with Olivier having little patience for the intimidated Monroe's pampering, instability, and Stanislavski method acting coach. Into the fold comes a fresh faced lad on the production squad whom Marilyn takes a liking to and helps bring the shoot to a successful conclusion. "My Week with Marilyn" is based on the memoirs of Colin Clark, the 23 yeard third assistant director who wrote of his fling with the screen legend. When the film focuses on the film's production, the interaction between Monroe and Olivier, and Monroe's moments of private torment, it is a glossy, fascinating portrait. Michelle Williams, while maybe not being entirely successful convincing us that she is physically Monroe, wonderfully embodies the star's inner torment and delivers and incredibly fine tuned performance. Kenneth Brannagh, who must have been licking his chops at the opportunity of playing who surely must be his idol, is delightful as Sir Laurence (in a role that is being overlooked for Williams) tempering the storm that is Monroe and than expressing his envy of her on screen abilities. Julia Ormond is wonderful as well as the sweet, yet aging and jealous Vivien Leigh who was married to Olivier at the time, as is Judi Dench who plays Dame Sybil Thorndike, an kind-hearted actress starring in the film within the film. Where the film goes wrong is the story of the affair. Eddie Redmayne plays Clark and the film offers no evidence of why Monroe would be drawn to such an uninteresting person. Their countryside dalliance is trite as well as unconvincing as they whisper sweet nothings and make ridiculous promises. Still, this film has many fascinating elements and with a better script, Williams and Brannagh would have had the material their performances deserved.