VANITY FAIR Ruined by Reese Witherspoon's clickety- clack.
Vanity Fair dir. Mira Nair
Now open.

William Makepeace Thackeray's Vanity Fair is a sarcastic, swirling epic of class lust and feminine wile set at the very zenith of the British Empire. Mira Nair's new film version is faithful to these themes, although it's clear she approves of some aspects of the book (as Nair noted in an interview with me, Thackeray foregrounds "the wealth from the colonies that was fattening the British middle class") and has little patience for others (the belittling tone of the narrator). The biggest departure Nair takes from the novel can be traced to an absent subtitle. Where Thackeray called his book "A Novel Without a Hero," Nair is silent. Her movie is, if only implicitly, A Film with a Very Big Star.

Reese Witherspoon plays Becky Sharp, the orphaned daughter of a French opera girl and a starving artist. Becky has extracted a decent education from a London girls' academy, where she was a French instructor, and as the film's opening credits fade, she is being shipped off to a country house to labor as a governess. These plans don't please the pretty and ambitious Becky, and she soon wriggles her way out of that degrading, servant-class life, and into an equally demeaning, upwardly mobile future.

The film's production design is nearly flawless. The director of the street-urchin fable Salaam Bombay! attends closely to the muddy sludge lining the streets of Bath (standing in for Georgian London). And the chilling cinematography in the stone mansions of society's upper echelons almost makes you feel as though you should have tightened your stays before entering the theater.

When Becky finally claims a coveted invitation to a society ball, for example, the camera hovers above a hostile flock of young ladies in snowy gowns. They sweep in unison from one edge of the room to another, always evading contact with the alien Becky. (A few pages before the parallel scene in the novel, Thackeray writes, "As they say the persons who hate the Irishmen most are Irishmen; so, assuredly, the greatest tyrants over women are women.") The turning point in the scene is supposed to come when the multi-talented Becky warbles a song, thereby earning the grudging respect of the ladies. Witherspoon opens her mouth, we prepare to be impressed, and then--lip-synching (to an anachronistic Tennyson poem, no less). The song is beautiful, but the image is utterly unconvincing, and the scene collapses.

The problem with Reese Witherspoon as Becky is linked to the way this film tries to reinvent her character. Thackeray's secret sympathy for his conniving protagonist--who is so bad she even hates children--always seeps through the cynical narration. Becky Sharp is great because, no matter how much we admire her pluck from the safe distance of the 21st century, she was a terrible bitch.

Mira Nair does not agree. Becky Sharp "was not allowed to be Becky Sharp," she contended. "Women basically were told to stand in the corner and be quiet. It's just that she was not happy with the cards that society had given her, and she wanted to make her own way." This generous view of one of English literature's most notorious antiheroines--that Becky, a pure product of the oppressive class and gender codes of the 19th century, was somehow trapped in the wrong era--mutes the very exceptional qualities that modern readers delight in.

Moreover, this Becky Sharp doesn't scheme and claw her way up to society's most precipitous heights. She's Reese Witherspoon, and we know she belongs there already. Instead, she rises like cream to the top of a pitcher--effortlessly, and without any particular evidence of talent. Witherspoon's Becky does not dissemble; she could never appear to suitors as, in Thackeray's words, "the picture of youth, unprotected innocence, and humble virgin simplicity." Like Tracy Flick or Elle Woods (her equally ambition-soaked characters in Election and Legally Blonde, respectively), she winks, she smirks, and her every thought is written on her face. Nair explained, "You can see all that clickety-clack in her mind, everything going on. All I need is that face, that Reese-thinking face. It's fantastic." But it's also a completely modern notion of femininity, and in this role, it doesn't make any sense.