In many ways, director Mira Nair is a daring, imaginative choice to helm this latest film adaptation of William Makepeace Thackeray's classic novel of social mores in early 19th century England. But the end result of her vision is on the whole, rather disappointing. What could have been an energetic distillation of the book's themes turns into a lengthy episodic movie suffering from poor pacing and softened characters. It is a feast for the eyes though, as it appears Nair is intent on bringing her native India into the film as much as possible from the brightly colored period costumes to the contemporary-looking exotic dance at the Marquess of Steyne's party (with very anachronistic Rai music in the background) to the happy ending atop an elephant in Jodhpur. All these references remain true to the Calcutta-born author's story, and actually they feed into the English imagination of what India meant to them at the time. At the same time, the images are too overwhelming to make the basic story of Becky Sharp resonate as it should. Her evolution is the heart of the story, as she moves from finishing school outsider to resourceful governess to brave captain's wife to fallen woman in a casino. It's a long, rocky journey, almost too long for a 137-minute movie to bear as it turns out. Nair, however, also has a good handle on the comic banter among the characters, and it certainly helps that she has assembled a "Who's Who" of British stage and film in all the roles except the primary one.

As Becky, Reese Witherspoon gives it a valiant effort and perfects her British accent to Gwyneth Paltrow's standards, but she seems to be channeling a hybrid of her Elle Woods ("Legally Blonde") and her Tracy Flick (in Alexander Payne's "Election") by way of Kate Winslet in "Sense and Sensibility". When facing down her opponents in her climb upward, especially in the early scenes, the performance seems right. But when her character takes on Scarlett O'Hara dimensions in wartime suffering and acts of betrayal, she seems young and overwhelmed, and her reactions come across as too modern to be true to the character's evolution as intended. This anomaly results in a Becky Sharp who is not so much an ambitious social climber but a plucky heroine for the underclasses, a textbook example of a Tony Robbins motivational seminar. This transformation may seem endearing to those looking for nicely wrapped tales of triumph against all odds, but it doesn't lend credibility to the more pointed satire and harsher criticisms that Thackeray had in mind when he wrote the book. For example, Becky's gambler husband, Rawdon Crawley, is really more of a ne'er-do-well whose departure in the story should be viewed somewhat as relief, but as played by James Purefoy, he is a romantic figure who is guilt-ridden over his failure to provide for his family. The change could have been acceptable were it not for the fact that his character is discarded in an almost matter-of-fact way. The same sketchy treatment is given to Becky's only friend, Amelia Sedley, played by Romola Garai, who is set up as a contrast to Becky and comes across as a wet rag for much of the story. But the film transforms her into a brave widow whose romantic resolution at the end strains credibility. Somehow Purefoy and Garai acquit themselves admirably regardless.

There are many fine performances in the smaller roles. Worth mentioning are Jim Broadbent as roguish George Osborne's unforgiving father, Bob Hoskins as the clownishly pitiable Sir Pitt; Gabriel Byrne as the territorially devious Marquess of Steyne, and Geraldine McEwan's helium-voiced Lady Southdown. Best of all is the mordantly witty Eileen Atkins, who seems to understand the tone of Thackeray's story better than anyone else, and lends a dotty authority to the role of Aunt Mathilde, serving as the primary catalyst of Becky's social escalation much to her later regret. Great acting aside, the film's length does have a wearing effect since the climax does not bear the emotional weight of everything that has gone before it, and unfortunately the plot strands get wrapped up much too quickly at the end to make the story truly resonate. That's a shame since there is so much creative energy obviously at work here.

Believe it or not, I am under the age of 20 and have read this novel purely out of interest and found it to be an amazing piece of work. Thackeray's unique writing style in "Vanity Fair" is captivating. I saw the movie only a week after finishing the book, with the details fresh in my mind, to be immensely displeased. I have read a number of excellent comments that go into detail of the faults of the movie, so I plan to keep this brief for those wanting a shorter critique.

At least half of the characters were misrepresented. I believe the only two relatively-accurate main characters were Jos Sedley and Rawdon Crawley. Becky was completely dismantled into something with scarcely a semblance of what she is portrayed as in the book. The character Dobbin was undefined; George Osborne was snobbish instead of cocky; his rigid father suddenly became sympathetic (way too early and much too far); not to mention troves of other discrepancies. I understand the goal may have been to come up with a more abridged version, but there were changes made that had nothing to do with shortening the screenplay. Besides, there were a number of musical pieces that could have been cut in order to use the time more beneficially by preserving some of the integrity of the film.

Thackeray would have been appalled at this hack job.

Were it not for my love for time period films, and the possibility of enjoying this movie as something very separate from the book, I would not care to see it again. At least the filming was impressive, though that hardly makes up for the rest. The theatrical trailer is the best part of the movie.

VANITY FAIR is a well-mounted adaptation of the classic William Makepeace Thackeray novel, a story which follows the life and loves of Becky Sharp, a girl who rises from nothing to become the cream of society. Unfortunately it turns out to lack the wit and flair of an Austen novel or the drama of a Bronte book, although whether this is due to the author or not I can't tell as I haven't read the book.

Still, VANITY FAIR is a lavish costume drama in any respect, and it's absolutely packed to the rafters with familiar faces beloved to those who watch British TV and film. My only complaint is, alas, a central one: Reese Witherspoon. Her British accent is acceptable, but her acting is hollow, and I wonder why a British actress wasn't cast in the role instead. Romola Garai is much better than Witherspoon and she's only in support; a shame she didn't take the lead role.

The film has an episodic feel to it and it feels a little flabby in places, although the talented cast help bring the tale to life. Highlights include James Purefoy as a romantic interest and Bob Hoskins as an eccentric Baronet, with Elaine Atkins and Geraldine McEwan shining as a pair of sharp-tongued spinsters. Rhys Ifans gives the best performance I've seen from him yet, and Jonathan Rhys Meyers is fine too. The scenes dealing with war and conflict are fine, but Indian director Mira Nair is obsessed with shoehorning needless Indian content into the production, which spoils it somewhat.