Adapted from William Thackeray's classic novel by the same name, Vanity Fair captures the life of Rebecca "Becky" Sharp (Reese Witherspoon), a young woman who sets her every ambition on climbing the social ladder of London society circa 1820. No penny to her name and merely the title of governess, she relies on her sexual allure, guile and quick wit. She does rise eventually to a Queen of High Society, though not for long and without much of a purpose; only a soul wrenching cost.

In director Mira Nair's high society, if you shiver, it's unlikely due to the fact that you're cold. In high society if you are prim and proper and have all the appropriate paperwork to go with it, then society's doors are held wide open for you. Not that there is anything behind those doors, really. So forewarns, surprisingly enough, the Marquis of Steyne (played wonderfully by Gabriel Byrne) – quite possibly the king of such a society.

Vanity Fair serves up a mixture of astute social observations and a bitter analysis of human nature. All characters have a mixture of good and evil within them and the film never lets us forget it, with unexpected character turns and twists in every direction. In this tale, the motivations of the characters are led by instincts, be they of ill nature or virtuous. There seems to be little action attributed directly to ideals and human standards, albeit with one exception. Major Dobbin's (Rhys Ifans) extreme acts of kindness towards Amelia (Romola Garai) appear to be guided in many respects by principle, though eventually the passion of love overtakes.

In fact, we are hard pressed to find an actual hero. We certainly don't find it in Becky – the chief character. She is often immoral, ambitious, and cunning, but in the end, undeniably human - with moments of tenderness, sadness, joy and pain. Witherspoon does an admirable job of ringing that through quite truthfully. She brings to Becky a sort of naivety and innocence, hidden beneath layer after layer of worldly knowledge and deep exploitation of such.

The supporting cast assembled is also quite praise worthy. Especially commendable is Gabriel Byrne whose highly charismatic and unpredictable Marquis of Steyne steals the screen. Rhys Ifans (Dobbins) and James Purefoy (Rawdon Crawley) bring complexity to their respective characters. And the usual suspects, including Jim Broadbent (Mr. Osborne) and Bob Hoskins (Pitt the Elder), certainly don't disappoint. Jonathan Rhys-Meyers (George Osborne) and Romola Garai (Amelia Sedley) are both strong in their roles, however seem to share, aside from an on-screen marriage, a sort of one-dimensional nature – which could be intentional, as it is befitting of those characters and their actions.

All these characters are of course draped in elegant and extravagant costumes, with colorful gowns adorned and shown at every opportunity. Becky's wardrobe is always colorful enough to separate her from everyone else. She is dressed to the nines, always, as to emphasis at once her sense of wanting to belong and yet her inability to hide the fact that she is different. Ultimately, her colors will not allow her to anything but to stand out.

The camera captures the stark contrasts that are presented between the colorful and bland attire and the lavish scenery of balls, pianos and green scenery with the hunger-ridden, gray palette of the London streets. The camera lingers, painstakingly chewing on the scenery – at times, overstaying its welcome – and delighting in that. Vanity Fair holds to be a gorgeous production, to be sure.

Life often throws us curve balls and sometimes we are caught without mittens to soften the blow. Without a shield, human nature reacts. And such is the story of "Vanity Fair."

VANITY FAIR opens in theatres September 1st, 2004.

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