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Becky was born into relative poverty, the daughter of an English artist and a French opera singer (apparently not considered a very reputable occupation at the time). Becky spends most of her childhood in a harsh orphanage, laboring and studying, and longing to be better than she is. Her first opportunity comes when upon reaching the age of independence, she is hired as governess for Sir Pitt Crawley's (Bob Hoskins) children. Alas, he and his household are among the impoverished gentry. There is little sophistication or culture in his household, a disappointment Becky will turn to her advantage.

All she has is her determination, her wit, her intellect, a good education, the panache of French learned at her mother's side, her beauty, and a fine body. And it proves to be enough. In a world of snobs and prejudice based on social class, Becky charms her way into the hearts of a lonely and rich woman who craves a witty companion (Sir Pitt's rich sister, a spinster named Matilde, played with sardonic wit by Eileen Atkins), into the hearts of bachelors who would love to make her their own (Amelia's brother, Joseph played by Tony Maudsley, and Matilda's nephew Rawley Crawley played by James Purefoy), and would win the grudging acceptance of the women who control entree into the better social circles.

Becky will accept as husband, which provokes his being cut off by his aunt. Becky and Rawdon's financial troubles motivate her to charm The Marquess of Steyne (Gabriel Byrne). He's a cynic who helps Becky and her husband, but expects a repayment that puts her marriage at risk. There are several subplots that explore other couple relationships, and all is set against a Napoleonic war that will take a terrible toll on those closest to her. This includes Amelia Sedley (Romola Garai), a close friend from the orphanage, whose story arc parallels Becky's.

The most entertaining part of the film is deceptively simple; it's merciless ridicule. For example, during Matilda's visit to Sir Pitt's humble country manor, barbed tongues and caustic wit amuse. Not to be outdone, Becky privately mimics her betters, much to Matilda's delight. Witherspoon manages to project a slightly less manic enthusiasm in Becky than for her Legally Blonde Elle Woods, but the spunkiness remains. What she conveys here is an emotional vulnerability that always seems to get in the way of her premeditated scheming. That fragile balance is what engages the viewer and makes Becky someone in whom the audience can invest.

The novel is set at a time when the English Empire enthusiastically embraced Indian influences, making Mira Nair's participation a wonderful choice. Her distinctively woman's approach to the material, the seamless integration of Indian cultural influences into several sequences, and her flawless direction make this a lovely film to watch.

But as involving and entertaining as this film may be, I must admit that I rather prefer the films based on Jane Austen's works. Sense and Sensibility and Emma are witty and charming, overflowing with likeable characters. Vanity Fair is arguably a better film, but the characters are manipulative and frequently cold, using their social positions and economic powers to destroy lives. I think I prefer amusement to annihilation.

The Video: How Does The Disc Look?

The film's theatrical aspect ratio of 2.35:1 is presented in anamorphic video. Halos are present, but their amplitudes are low and, while visible on edges of high contrast, don't intrude. The images are ever so slightly soft, indicating that some low-pass filtering was applied. Fine textures are only modestly conveyed, but small object detail, like facial features in long shots, are reasonably good. Shadow detail is admirable. Best of all - but with one exception - is the color accuracy. Flesh-tones are very natural and primary colors found in costumes and uniforms are conveyed vividly, without any smearing or chroma noise. Oddly, I found that greens tended to be ever so slightly muddy, particularly in the English countryside. An artifact of cloud cover, perhaps? I did not notice any macoblocking or mosquito noise.

The Audio: How Does The Disc Sound?

The Dolby Digital 5.1 track is quite delightful. Of particular note is Mychael Danna's orchestral score that captures the period so very nicely, tapping onto classical styles of the time. The score is presented across a soundstage that extends beyond the boundaries of the screen, mixed subtly into the surrounds. This mixing technique is made most obvious when onscreen orchestras are visible; they seem audibly confined to the view. Sound effects and surround effects are better than I would have expected for this genre. The dialog remains crystal clear throughout.

The alternative language on this disc is in French. Subtitles are offered in French, in Spanish, and in English for the Hearing Impaired.

Supplements: What Goodies Are There?

The disc opens with 4:43 worth of promos and trailers: an extended Focus Features promo highlighting dozens of films; The Motorcycle Diaries; and, Ray. They may be skipped.

Deleted Scenes (14:12) are presented in non- anamorphic widescreen. The symbolism of the Alternate Opening hints at plot points that are better discovered at a more leisurely pace. Extended Coventry Island telegraphs the fate of a character. Becky Goes to Firkin is an extension of an existing scene that more explicitly and unnecessarily reveals Becky's desperation during her fall. Sir Pitt Praying With The Servants is another extension that simply amplifies Pitt's excessive piety. "Ask Them Here?" demonstrates a character's pathological snobbishness. In Dobbin Freaks Out, a dignified character loses his dignity as the frustration of his unrequited love becomes too much to bear. There is a scene in which the Crowley's move into their Mayfair home - quite superfluous. The Alternate Ending offers a resolution on an entirely different emotional plain; it is the most interesting of the group. And although I haven't read Thackeray, based on its poignant tone, I suspect that it might be closer to the author's intent.

Welcome to Vanity Fair (11:34) is a pleasant little featurette that spends more time establishing the historical and literary context of the film than in the usual mutual backslapping found in typical EPK shorts. Cultural connections between the director and the material and some revelations about locations complete this brief exploration of the movie.

The Women Behind Vanity Fair (9:08) is a featurette that gives several of the filmmakers and the star the opportunity to discuss the film. As you might expect from the title, this short places the spotlight exclusively on the women involved in the production. And in fact, we learn that the entire production team was female. There is some fluff here, but it was interesting to hear these filmmakers discuss how they were uniquely qualified to create an entertainment that was directed at women. This is a celebration of women as filmmakers.

Finally, there is a feature-length audio commentary by director Mira Nair. I enjoyed her insights and intelligence. She avoids narration and extensive explanation of character motivation. I appreciate the way in which she does not invest words on that which the viewer can perceive without explanation. She describes the origins of the film. We hear about casting, production design, and location scouting and shooting. She shares the reasoning behind the design of some of her sequences and shots, revealing artistic intent. And we learn about her specific approach to the filmmaking process. As she reaches the 40-minute mark, her remarks tended to slow a bit. She would occasionally lapse into simply watching her film. But the commentary is informative and entertaining and well worth your time.

The 141-minute feature film is organized into eighteen chapters.

Exclusive DVD-ROM Features: What happens when you pop the disc into your PC?

There are no DVD- ROM features on this DVD.

Final Thoughts