In Vanity Fair, Reese Witherspoon sets her red, white and blonde roots aside to portray a brunette English commoner in 19th-century Europe who charms and wiles her way up the social ladder. Directed by Mira Nair, whose previous credits include Salaam Bombay! and Monsoon Wedding, the movie is awash with intense scenery and fantastic costumes. However, the thick volume of a story, originally written by William Makepeace Thackeray, is still a bit too heavy even for a 137-minute-long film.

The plot, which spans nearly half a century, begins in London in 1802 where we first meet a young and penniless Becky Sharp (Witherspoon), evidently already familiar with the matters of money and sacrifice through her dealings with the wealthy Marquess of Steyne (Byrne). The movie then skips several years and cuts to Becky’s departure from Miss Pinkerton’s academy for young ladies, accompanied by her schoolmate Amelia Sedley (Garai). At this point a parallel can be made with another 19th-century novel, Pride And Prejudice, with Amelia to Jane, the sweet and innocent ones, and Becky to Elizabeth, the sassy and spirited ones. As in Jane Austen’s book, these two dissimilar women also wish to improve their stations in life through advantageous connections, attending various social events, and meeting handsome aristocrats and soldiers.

However, the similarities end there. Amelia falls into an unrequited love relationship with the pretentious George Osborne (Rhys Meyers) and unintentionally begins to fall lower and lower on the social ladder. Meanwhile Becky, with her engaging charm—consisting mainly of toothy grins, sly glances, and suggestive conversation—begins her career as a governess in the household of Sir Pitt Crawley (Hoskins). It doesn’t take long before she partners herself with the charming soldier Rawdon Crawley (Purefoy) and continues her journey to the top. As one noblewoman exclaims scathingly about Becky, “I thought her a mere social climber. I see now she’s a mountaineer.” It’s dizzying to see the now-Mrs. Crawley beguile her way through the prim and proper ranks of society and how those around her react. She is both loved and despised, treated with welcome and suspicion, but through it all the resourceful Becky marches on.

This period piece is said to be Thackeray’s perspective on human folly, society, and colonialism. Indeed, the story weaves in and out of the successes and mistakes of characters both rich and poor, in England, Belgium, Germany, and India. Although the focus of the film is Becky, peripheral stories involving Amelia, a Captain Dobbins (Ifans) and George’s father Mr. Osborne (Broadbent) complete Thackeray’s picture of the intricacies of class struggle.

Thackeray, who spent his childhood in colonial India, makes mention of it in his novel. Director Nair brings the references up a notch by including several extensive sequences featuring Indian customs and culture. Here on familiar territory, Nair overfills these scenes with colors, jewels, and movement in a gorgeous display.

Watching the film, it is glaringly obvious that it has been adapted from a previous work. Details are glazed over and explanations have been omitted in the effort to keep the story moving along. As in most adaptations, the writers have taken liberties to put their own spin on the storyline, such as cutting out the importance of Amelia’s brother Jos and tweaking the ending.

Of interesting note is that Witherspoon was actually pregnant with her second child during filming, which coincided perfectly with her portrayal of Becky’s pregnancy.

—Kelly Hsu