Like today's social-climbing trophy wives, beautiful Becky Sharp is born into poverty and - through sheer will and determination - is able make her mark by marrying men of influence and stature. It's the early 19th century when Becky, the orphaned daughter of a penniless painter and a French chorus girl, attends Miss Pinkerton's Academy. Trained to be a governess/teacher, she works for eccentric Sir Pitt Crawley (Bob Hoskins) in a country manor where she charms a rich, elderly aunt (Eileen Atkins) into taking her to London. There, she reunites with a prim childhood chum Amelia (Romola Garai), her feckless husband (Jonathan Rhys-Meyers) and her lovelorn Major (Rhys Ifans). Becky schemes to marry gambler Rawdon Crawley (James Purefoy) and to find her father's patron, the Marquess of Steyne (Gabriel Byrne), as the Napoleonic Wars unfold.

While Reese Witherspoon's social-climbing Becky bears more than a passing resemblance to clever Elle "Legally Blonde" Wood, as she relies on her quick wit and sexuality to navigate the superficial shoals of society. Utilizing a bland, awkward script by Matthew Faulk, Mark Skeet and Julian Fellowes, director Mira Nair ("Monsoon Wedding") blunts Thackeray's astute social critique through too many truncated story lines and diminishes his ruthless, calculating character of Becky into a simplistic characterization. Nair incorporates her exotic Indian background into lavish scenes, including an incongruous Bollywood "slave dance." On the Granger Movie Gauge of 1 to 10, "Vanity Fair" is an opulent yet bland 6, never venturing below the veneer of its story.