Dir: Mira Nair US/UK2004 140 mins

Adapting classic Nineteenth Century novels for the screenis invariably a thankless task. If filmmakers are too brutal paring down bookswhich run to hundreds of pages, they risk straining out the wealth of detailand description which makes the originals memorable in the first place. Ifthey're not brutal enough, they end up with baggy, unfocused affairs likely totax the most indulgent audiences' patience. Mira Nair's stab at Vanity Fairattempts to have it both ways. Made on a relatively low budget (a reported$23m), it aims for an epic sweep, boasts several huge set-pieces and a verylarge cast, and yet also bounds along at restless pace. The tempo is choppy andepisodic. Certain sequences work brilliantly, but there are so many shifts intone and sudden jumps in the narrative that you can't help but feel you arebeing given a whistlestop tourist's guide through the highlights of Thackeray'sgreat yarn.

Opening in the US last week, Vanity Fair still ought to perform briskly enough. Its keychallenge is to attract upscale, older audiences of the kind who flocked to Gosford Park (also scripted by JulianFellowes) while retaining the enthusiasm of the teen cinemagoers who've provedso loyal to Reese Witherspoon in the past. The dismal fate of Hollywood's mostrecent attempt at Nicholas Nickleby suggests that costume dramas based onclassic novels will often stutter at the box-office (however well they work onthe small screen.).But Witherspoon's Becky Sharp is the chief selling pointhere. Though decked out in period garb, she's is a very contemporary heroine -a young material girl on the make, not so dissimilar from the characters theactress played with such elan in Electionand Legally Blonde.

As the action begins, Becky (as a child) barters with theMarquess Of Steyne (Gabriel Byrne in aristocratic rake mode) to up the pricethat Steyne will pay her talented but destitute artist father for a portrait ofher deceased mother. We quickly flash forward to the day she leaves MissPinkerton's Academy in Chiswick in the company of her best friend Amelia Sedley(Romola Garai.) While Amelia's family loses its fortune, Becky hustles andplots relentlessly. She is hired as governess by slovenly squire Sir PittCrawley (Bob Hoskins) and eventually elopes with Sir Pitt's strapping soldierson Rawdon (James Purefoy), whom she marries. She is desperate to break intohigh society, but she is forever being rebuffed. As in Nair's Monsoon Wedding, the intricacies of theclass system prove well-nigh impossible for outsiders to negotiate.

Nair and her regular cinematographer Declan Quinn go out oftheir way to show the seething squalor of Thackeray's London, with its dirty,beggar-filled streets. We flit from Vauxhall Pleasure gardens to ballrooms anddrawing rooms and eventually to the killing fields of Waterloo. The filmmakers,taking their example from Thackeray, lay bare the snobbery and racism ofNineteenth Century England. "What's a shade of tawny when there's half amillion on the table," the money-grubbing Mr Osborne (Jim Broadbent) roarsat his son George (Jonathan Rhys-Meyers) when George questions the idea of anarranged marriage to a wealthy woman of West Indian extraction.

In a bid to keep the material accessible, Nair makesfrequent nods in the direction of Hollywood melodramas like Stella Dallas (both Amelia and Beckymust sacrifice their children), AnnaKarenina and even Gone With The Wind.She also throws in several Indian-themed interludes (including oneBollywood-style dance sequence which plays like a Madonna pop promo.)

Rather than subtle psychology, we're offered broad (albeitvery lively) caricature. This is not one of those hidebound costume dramas inwhich the story gets lost in among the frock coats and top hats, but the pacingis so frenetic that there is little time in which to tug at the emotions. Thisis a breathless, headlong dash through Thackeray's novel. Despite the livelyturns from some of Britain's best character actors, Fellowes' wonderfullysardonic dialogue and Witherspoon's bravura performance, the film is rushed andrandom. A more measured and thoughtful approach would surely have served Nairbetter.

Prod cos: FocusFeatures, Tempesta Films, Granada Film
Prods: Janette Day, DonnaGigliotti, Lydia Dean Pilcher
Exec prods: Jonathan Lynn, HowardCohen, Pippa Cross
Scr: Matthew Faulk and Mark Sweetand Julian Fellowes
Director of Photography: DeclanQuinn.
Prod des: Maria Djurkovic.
Ed: Allyson C. Johnson.
Music: Mychael Danna
Main cast: Reese Witherspoon,Eileen Atkins, Jim Broadbent, Rhys Ifans, Romola Garai, Jonathan Rhys Meyers