YOU GO, GIRL

"She's no mere social climber," a character observes of Becky Sharp in Mira Nair's sumptuous condensation of "Vanity Fair." "She's a mountaineer." Scheming, beautiful, seductive and utterly self-serving, Becky--played with great verve and an impeccable English accent by Reese Witherspoon--is one of the most vivacious monsters in 19th-century literature. Her tenacious ascent from orphan to high-society shark allowed novelist William Makepeace Thackeray to cast his shrewd eye on the vanity and duplicity of an entire society.

Some of what Thackeray intended comes through in Nair's literate, well-cast, handsomely shot epic. But Nair and Witherspoon pull back from the ferocity of Thackeray's portrait: they're afraid we won't find Becky Sharp likable enough. Yes, she's the most brilliant, bold and vibrant creature in this social panorama, but she should also be chilling. The movie turns her into a proto-feminist heroine--up to a point. But to do so means declawing Thackeray and draining some of the tale's nasty fun. Is Becky really in love with her husband, Rawdon Crawley (James Purefoy), or is she simulating love? Nair, perhaps borrowing some of Becky's opportunism, plays it both ways.

There's much to savor here, nonetheless, especially in the more satiric first half, when Becky becomes governess to the children of the endearingly gross Sir Pitt Crawley (Bob Hoskins), and the Crawleys' acerbic spinster aunt Matilda (Eileen Atkins) enters the scene. Taking the ambitious Becky under her wing, she whisks her off to Mayfair. Deliciously eccentric, Atkins steals every scene she's in (though Geraldine McEwan as Lady Southdown gives her a good run for her money). But when Matilda kicks the bucket, some of the fizz goes out of the movie. This "Vanity Fair" delights the eye, but Nair may be too much the humanist for her own good: she hasn't the instinct for the kill.

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