You'll have to forgive me in advance, dear reader, for trying to maintain an authoritarian stance in this review, despite the overwhelming fact that I have never read a word of Vanity Fair or any other novel written by William Makepeace Thackeray. My knowledge of his work, prior to this new adaptation, consists solely of Stanley Kubrick's Barry Lyndon and various comparative essays in which that film and the novel were contrasted. Nevertheless, I'll proceed forward with this thesis: Mira Nair's take on Vanity Fair has emasculated Thackeray's novel.

From what I understand: Vanity Fair is, like Barry Lyndon, a tale of an underprivileged member of the lower classes in early 19th Century England who connives to escalate through the social ranks with little regard for the well being of others. In this particular story, the leading character is Becky Sharp, whose fierce determination was so callous that she became a comic character of the blackest pitch in a story that was essentially a satiric condemnation of the Anglo caste system. If I'm wrong about any of this, forgive me, but I do know that Thackeray prefaced the novel with the admonition that it was A Novel Without A Hero, and the problem with this adaptation can be found in its own tagline: A Heroine Will Rise.

To be sure, the movie seems to be stridently adhering to a literary source. The script by Julian Fellowes (who previously examined social castes in Robert Altman's Gosford Park) bears the fastidiousness of an adaptation that has a preset number of scenes to cram into a certain amount of time; the expansive plot is there, but the little subtleties that bring it to life are, for the most part, not.

Also absent are leading characters who are distinguishable from one another. Becky Sharp (Reese Witherspoon), the daughter of an impoverished painter, embarks from school with her best friend Amelia Sedley (Ramola Garai). Becky has been hired as a governess to the children of a slovenly nobleman, Sir Pitt Crawley (Bob Hoskins), and from their befriends Crawley's rich aunt Matilda (Eileen Atkins, invaluabe as always). She uses this position as the platform for her climb to the upper echelons of society; simultaneously, Amelia finds her own luck failing and her class position falling. I think there's supposed to be a dark, sharp contrast here: Becky, clever and manipulative, succeeds, while Amelia, earnest and sincere, does not. Except that Becky has been declawed, and her folly is simply that she is slightly tougher and slightly luckier than her friend. Calculating, yes, but cold she is not.

As played by Reese Witherspoon, it's hard not to like Becky. The actress excels when she gets to be cutely pugnacious, and those skills are on full display here; she's a captivating presence. But as we've seen in previous films, it's just as hard not to like her when she's playing a bitch: see Election, which, as many a reviewer has already pointed out, is basically Vanity Fair transposed to a senior year in high school. Thus, a casting opportunity too good to be true seems to have been passed up; Witherspoon is largely the reason the movie is engaging at all (the scenes in which she wins favor with the upper class with a song must be seen to be believed -- the girl has quite a voice), but had the script given her a chance to really let loose the potential of that spark that's everpresent in her eye, this would have been a devilishly good film.

Alas, that is not the case. Becky is consistently cast in the mold of a romantic heroine and put-upon survivor, and since the plot was not envisioned with such caricatures in mind, there is no joy to be had in her triumphs or loss to be felt in her failures. What we're left with is a would-be period epic, and as far as scope and detail goes, the film is a success. The word sumptuous will surely be bandied about in reference to the world Mira Nair and her crew has created; from the parlors and ballrooms of London to the battlefields of Waterloo, this is a lovely looking film, and if at any point you feel like throwing up your hands and wondering why the story is skipping along at such an episodically rapid pace, you can take comfort in the gorgeous sights and sounds of the period.

Nair is a wonderful filmmaker; her last film, Monsoon Wedding, was an amazing, joyous affair, beloved by myself and many others, and I had hoped the zeal present in every frame of that film would be here as well. Unfortunately, the only obvious signs that she's behind Vanity Fair are the frequent appearances of dazzling Indian culture; appropriate, since the story takes place during the British occupation (although I am very curious as to whether the dance Becky and her fellow socialites perform at a party was in the novel), but I wish I'd seen her touch in more than just cultural signposts.

It could be her fault, or Fellowes,' whom she hired to write the script, but films are such overwhelming collaborative efforts that I sincerely doubt anyone meant to take the bite of the story the way they did. Perhaps the changes were made for Reese Witherspoon, who fell pregnant just as the shoot began; this certainly imposed the one change from the novel that I know of, which is that she and her eventual husband (whom she does not love, although the score insists otherwise) have a child. This allows her to be visibly pregnant for part of the film, while for the rest of it her stomach is mostly hidden with costumes and careful framing. Maybe, in this state, she was feeling a bit too maternal to be cruel; too fragile to throw herself headlong into the role of a conniver, adulterer --

Did I say adulterer? Yes, and I'm going out on a limb here because, while the film suggests that she only almost becomes the mistress of the rich Lord Steyne (Gabriel Byrne) in order to gain his favor and his capital assistance, I cannot believe that a novel with the pedigree of Thackeray's would have pulled that punch. It seems to render that whole particular chapter of her life pointless, but maybe, at this point, I should stop reviewing the film and head to the library. In any case, Mira Nair's Vanity Fair was a disappointment to this reviewer, who expected greater things from a great director adapting a book which I assume is much better than this movie; but, in the immortal words of Reading Rainbow, don't take my word for it.