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In the past, Mira Nair's films were notable for their fine grasp of character, as the filmmaker drew out the pulsing humanity of even minor or would-be villainous characters, immersing viewers in a rich, believable world. In adapting William Makepeace Thackeray's classic novel, Vanity Fair, this gift has failed her to some extent. Beautifully shot by Declan Quinn, the film has a colorful sumptuousness and a visual exactitude that suits Nair's offbeat, Indian-inflected take on the material. Reese Witherspoon has proven in such films as Freeway and Election that she can play characters who aren't cute and lovable. But perhaps her status as a movie star now makes it difficult for her to risk audience sympathy. In any case, this is a much sweeter, more wholesome version of Becky Sharp than the one featured in the novel. This adaptation downplays Sharp's cunning ruthlessness, softening the story's wit, and throws her relationships with the other characters off balance. We end up with a story about a spunky, put-upon heroine and the hypocritical snobs who impede her fairly reasonable hopes and dreams. This wouldn't be so bad if the filmmakers weren't forced to condense Thackeray's mocking epic into feature length, resulting in some confusing ellipses. Her fate should be recognizable as the product of Becky's mercenary behavior, but in Nair's film, it all seems to happen for no good reason, and the dismal outcome of the two major relationships of her life is brushed aside with a couple of throwaway lines of dialogue. Vanity Fair is an enjoyable counterpoint to the Masterpiece Theatre treatment of such material, but it sells short Thackeray's comic vision.