It's not that Becky's plotting isn't often very amusing. The problem is that Nair and her screenwriters (the team of Matthew Faulk and Mark Skeet, and "Gosford Park" screenwriter Julian Fellowes) have taken Thackeray's amusement at Becky to mean that he isn't also appalled by her. So we get scenes that, even when they follow the events of the book, completely rewrite its meanings. When Becky's husband Rawdon (James Purefoy) goes off to fight Napoleon, we see him bidding loving goodbye to his tearful, pregnant wife. Thackeray tells us that Becky was "wisely determined not to give way to unavailing sentimentality on her husband's departure." She waves goodbye from a window, takes off her ball gown, smiles at the note she has secreted from her best friend's husband begging an assignation, "and slept very comfortably."

The filmmakers don't go soft on just Becky -- they take the same tack with Thackeray's virtuous characters who, good though they are, tend to be simps. Becky's best friend, Amelia Sedley, is, we are told, possessed of so much sensibility that she weeps when her pet cat brings her a dead mouse. In Nair's "Gone With the Wind" scheme, she's the movie's Melanie. Romola Garai is a very appealing young actress, but there's not much she can do with the one-note conception. And though Rhys Ifans, as William Dobbin, the officer secretly in love with Amelia, rightly has something of the galoot in him, he's neither sympathetic enough nor satirized enough to make much of an impression. God only knows what impression we're to take from Jonathan Rhys-Meyers as Amelia's husband, George Osborne. The character is a philandering, spendthrift cad. For some reason, Rhys-Meyers has chosen to play him in the mincing closet-queen style of a George Sanders villain.


"Vanity Fair"

Directed by Mira Nair

Starring Reese Witherspoon, Romola Garai, James Purefoy, Jonathan Rhys Meyers, Gabriel Byrne, Jim Broadbent, Eileen Atkins, Geraldine McEwan

Some of the cast manage to do good caricature work, like Geraldine McEwan, and especially Eileen Atkins as Becky's vinegary old benefactor. I don't think I've ever liked Atkins as much as the moment here where she removes her elaborate headpiece and scratches her wiry gray hair with palpable relief. (It's also amusing that Atkins' long face looks like a cartoon version of Jean Cocteau.)

How is Reese Witherspoon? Fine and all wrong. Her English accent is fine -- if that's your idea of what acting consists of. And she has the comic moments you'd expect where you can see the wheels turning as she schemes how to get ahead. But does anyone look at that snub nose and see anything other than an American girl playing dress-up? And there's a further problem. It's possible that Witherspoon merely found herself caught here in a director's misconception. But if the tales of the control Witherspoon has exerted on her projects -- and her own statements in support of Nair's conception -- are to be believed, then she has to share the blame. And I fear that after getting a taste of what it's like to be adored by the public in movies like "Legally Blonde" and "Sweet Home Alabama," Witherspoon may be reluctant to throw herself into a true depiction of a character as plainly mean as Becky Sharp. The Witherspoon of "Freeway" and "Twilight" and "Pleasantville" wouldn't have shied from Becky's coldness. The aspirant to the title of America's Sweetheart engages in a snipe hunt for Becky's heart.

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