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By Her Wits 

Anyone familiar with the lengthy William Makepeace Thackeray novel or the countless mini-TV series and feature films of it that have come before -- Myrna Loy starred in one seven decades ago -- knows that Vanity Fair is a story unusual for having no traditional heroes or villains. There are examples of both, but everyone here has the ability to do both good and bad, to be someone you would like to throw a sharp rock at one moment and heap sympathy upon at another.

The time span runs from the early to mid-1800s. Most events take place in or around London, with a brief foray to India. The central character is Becky Sharp, an orphan first introduced as a precocious, manipulative little girl who grows up to become a governess -- one who is charming, well-educated, can sing and knows very well how to get what she wants. The other focal character is her longtime friend Amelia Sedley, who is sweet where Becky is conniving. Though they were both educated at the same schools, Amelia is kind of a dummy, while Becky is, well, sharp.

The main thread of the story follows these two women through their lives, tracking their fortunes and misfortunes in matters of money and love, and their ever-changing friendship: There are times when one of them hates the other and times when they are the best of pals.

But they are only at the center of everything going on here. Thackeray presented a sprawling world spinning around them when he initially serialized Vanity Fair in a magazine. Becky may have no family, but there are plenty of peeks into the dysfunctional ones of others. The Sedleys have, or will have, plenty of problems; the Osbornes have only a father-son relationship from hell to show off; the Pitts, for whom Becky initially goes to work, are simply awful people.

Despite running nearly two and a half hours, the film never drags, but it does suffer from some of the starts and stops that sometimes plague the novel. Just when things are getting disgustingly interesting among the filthy Pitt family (egged on by a rousing, funny, slobbish performance by Bob Hoskins), the focus might switch to the gaping personality differences between the Crawley brothers -- the dashing Rawdon (James Purefoy) and the buffoonish Sir Pitt (Douglas Hodge). Or it might keep checking back to the slow and steady crawl up through society ranks that marks the life voyage of Becky, or the seemingly endless disappointments that fall upon Amelia.

The story works on many levels, including taking satirical stabs at the constant battles between the classes and serious looks at deceit and revenge and debt and, of course, love. Director Mira Nair (Monsoon Wedding) does a yeoman's job of keeping all the separate stories going; by film's end, all those starts and stops have been smoothed over. And she proves, along with her talented crew, to have a remarkable prowess for presenting a period piece. The bustling streets of London are spotted with piles of horse manure. Heaving bosoms are on show due to tight corsets. Her direction of the actors has them totally believable as authentic people from a long time past, and quite funny when their dialogue calls for them to spout out something acerbic to someone who has it coming. Nair also expertly manages to convey a small section of shattering realism when she explores -- almost silently -- the aftermath of a horrible battle during the Napoleonic Wars.

Yet, as often happens in period films wherein the inner workings of the characters are equally if not more important than the story, Vanity Fair is another example of actors getting into their parts and truly becoming who they're playing. Reese Witherspoon's big smile may be getting tiresome to some viewers who have seen her do it so many times in comedies, but this time that smile has many different levels of sincerity. Quite often it easily turns into a menacing sneer.

She is absolutely the star of the film, but not an actor around her is doing less than brilliant work. Jim Broadbent, who dependably delivers winning performances, again scores in a small part as the nasty Mr. Osborne, who demands only the best of life for his ingrate of a son, George (Jonathan Rhys-Meyers). Gabriel Byrne plays the mysterious and oddly quiet Mr. Steyne, who, when finally given enough dialogue in the film's second half, makes one wish there was more of it in the first half. But the best role goes to the usually goofy Rhys Ifans (Notting Hill), who adds a wealth of depth to the sad-eyed, brokenhearted Dobbin. If there's any character to truly root for in this film, it's him.

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