Reese Witherspoon is surprisingly effective as Becky Sharp in Mira Nair's lush adaptation of William Makepeace Thackeray's classic novel of Victorian England, VANITY FAIR. Nair, known for such films as SALAAM BOMBAY! MISSISSIPPI MASALA, and MONSOON WEDDING, tells the compelling story of a young orphan girl, Sharp, who attempts to rise above her station in very class-conscious British society. Sharp enters this very rich and rigid world as a governess who captures the heart of Rawdon Crawley (James Purefoy), who chooses love over the family fortune, a financial decision that could potentially doom the relationship. Meanwhile, her best friend, Amelia Sedley (Romola Garai), lets true love slip right through her fingers. As war rages on against Napoleon and the French, Sharp continues her ascension, though she's met by naysayers and gossipmongers every step of the way. Nair has put together a terrific cast, including Gabriel Byrne, Bob Hoskins, Jim Broadbent, Douglas Hodge, Jonathan Rhys-Meyers, and Rhys Ifans. Natasha Little, who played Becky Sharp in a 1999 BBC miniseries, appears here as Lady Jane, and Eileen Atkins is hysterical as Miss Matilda Crawley. Splendid costumes, beautiful locations (including Hampton Court Gardens and India), high-quality acting, and gorgeous music combine to make this a worthy version of a classic tale about a feminist ahead of her time.