by JOANNE LATIMER

Vanity Fair isn't a smothering costume drama - which is so often the case with movies that begin their life as big, fluttery novels. Nor is it prim. Director Mira Nair's adaptation of William Makepeace Thackeray's epic classic is just as complex and engaging as the book, with the added benefit of Reese Witherspoon as the upstart governess Becky Sharp. We watch as she bats her eyelashes, turns witty phrases, entertains her employers and sky-rockets up the social ladder. In short, this role could've been written for Witherspoon.

It's not long before her character learns that looks and smarts can only get you so far in 19th-century London. Noble titles and blood ties are everything. So Becky has to "marry up," setting her sights on the charming and well-bred Rawdon (James Purefoy). He's booted from the family for marrying a governess and the couple find themselves stranded in Britain's high society without the proper credentials. That simply won't do. They're snubbed, money is tight and Rawdon's professional gambling isn't paying the bills.

Nair (Monsoon Wedding) is a keen critic of England's class-consciousness - an easy target, for sure, but a worthy one. She chooses to document small moments of humiliation and yearning, which Witherspoon translates with the slightest gesture. Vanity Fair aches with ambition. It aspires to do Thackeray justice and to give the Legally Blonde star a wide berth to play Becky as London's version of Scarlett O'Hara.

Witherspoon is supported by the finest: Bob Hoskins as her eccentric father-in-law; Eileen Atkins as the family's wealthy spinster; Rhys Ifans as a love-sick friend; and Gabriel Byrne as the Marquess of Steyne. No epic novel would be complete without a lecherous rich guy to prey on a less fortunate governess, and Byrne relishes the role. His attentions, both financial and personal, are not unwelcome, but the pretentious Becky loses her husband in the deal.

Is she a bitch? Is she a shallow social climber? Sure. Don't expect to like her. Expect to feel sorry for the kind souls she dumps in her wake. Thackeray's message is that Becky will never be content after a life of striving. The goalposts keep moving. Becky's final frontier is India with an adoring British lord. Pity her next colony.

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