"I like Miss Sharp," one of the characters remarks, commenting on her likable spunk. "Caesar liked Brutus, and look what it got him," reminds Lady Southdown (Geraldine McEwan).

Told against a lush and vast canvas, Mira Nair's VANITY FAIR is easily one of the very best movies of the year. I found Nair's last picture, MONSOON WEDDING, to be visually stunning but bereft of sufficient depth, even for a comedy. This time, with the aid of William Makepeace Thackeray's marvelous novel, she makes a movie bursting with rich characters, and she draws a magnificent performance out of every member of the large cast, especially Reese Witherspoon who gives us more than we even suspected she had as she plays Becky Sharp.

Almost four decades ago Masterpiece Theater did a wonderful, unforgettable mini-series of "Vanity Fair," but, in all of those hours, Susan Hampshire, as Becky, never equaled even ten minutes of Witherspoon's Becky. Witherspoon turns Becky from just a flighty flirt into an extremely complex and fascinating character. Her Becky is certainly a dangerous flirt and a vivacious schemer -- "Revenge may be wicked, but it's perfectly natural," she confides to her best friend Amelia Sedley (Romola Garai). But she is also an astute and perceptive woman, who remarks to her male companions, "Men need war like the soil needs churning -- Enjoy it," while playing cards as England prepares for war with the French in the early 1800s.

The period dialog is both believably natural and deliciously poetic. "Two men, two men only will come to my bed chamber -- my husband and the doctor," Becky tells Captain Rawdon Crawley (James Purefoy) both in a statement of fact and in a way to manipulate him into proposing to her. She is an unstoppable woman who is busy working her way up the social ladder in class-conscious England with the aid of the generous credit that the right last name can guarantee. Back then, however, those who overspent long enough were not saved by declaring bankruptcy but were thrown into a debtor's prison until one of their relatives or friends paid off the loans. The Marquess of Steyne (Gabriel Byrne), Becky's benefactor, describes their society best when he tells her that it is just "a tawdry puppet play."

Perhaps the most insightful response in the whole movie comes in two words from Amelia, who, when asked by her old friend William Dobbin (Rhys Ifans) if she was happy in her marriage to George Osborne (Jonathan Rhys-Meyers), replies, "happy enough."

As you soak up the sumptuous images and the gorgeous cinematography and become one with this inviting story, you'll be way more than happy enough. What would make me happiest of all, however, would be for Nair to come out with a five hour director's cut of the movie for DVD. Six or seven hours would be even better.

VANITY FAIR runs a fast 2:17. It is rated PG-13 for "some sensuality/partial nudity and a brief violent image" and would be acceptable for kids around 8 and up.