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 1 of 4

Vanity Fair Our rating: Your rating: 1 2 3 4 Your Comments: see all MPAA rating: PG-13 (for some sensuality/partial nudity and a brief violent image) Theater release: September 01, 2004 by Focus Features Directed by: Mira Nair Runtime: 2 hours 17 minutes Cast: Reese Witherspoon (Becky Sharp), James Purefoy (Rawdon Crawley), Ramola Garai (Amelia Sedley), Jonathan Rhys-Meyers (George Osborne), Gabriel Byrne (Styne) Related: Talk About It/Family Corner

It's amazing the lengths to which some people will go to marry well—"well," of course, being an absolutely subjective term. One needs only to look at the latest reality show debacle to realize this. But two turns of the century ago in London, the quest for a suitable suitor was more than a matter of TV fodder, tax breaks, and finally being able to get nagging family members off your back. Back then, at least in author William Makepeace Thackeray's version of this time and place in history, marrying well was an art. And in his 700-page novel Vanity Fair, on which this Mira Nair (Monsoon Wedding) production is somewhat loosely based, Thackeray deconstructs and pokes fun at this process.

His main subjects are Amelia (Romola Garai), a young woman who's well-bred, fiercely loyal, but not always altogether wise, and Becky (Reese Witherspoon), her finishing school friend who's an orphan of dubious parentage and shameless social-climbing prowess. At least she's a shameless social climber in Thackeray's version of Vanity Fair. Witherspoon's version of Becky is less conniving and more compelling, with her kind gestures and winning, blue-eyed enthusiasm about the world around her. What Witherspoon did for dumb blondes in Legally Blonde, she does here for social climbers.

Near the beginning of the movie, these two young women are turned loose from Miss Pinkerton's Academy, where Amelia found love and support and Becky found unending chores and class-based disdain. Though they travel far and wide from this little institution, their reception wavers little. These friends first spend time with Amelia's family, where Becky sets her sights on Amelia's brother, Jos (Tony Maudsley), as a potential husband and a step up to a high rung on the social ladder. This foppish fellow immediately seems as taken with Becky as he is with food, which is saying a lot. But at a lavish Indian-themed picnic (the first of many parties of lush costumes and settings throughout the movie) George Osborne (Jonathan Rhys Meyers), Amelia's intended, pulls his friend aside and discourages him from marrying someone of such low social standing.

So, still single and in search of her entrée into high society, Becky begins her next adventure, as governess for eccentric Sir Pitt Crawley (Bob Hoskins) and the hapless assortment of family members he houses in his dusty country estate. While Becky breathes new life into their home, it's only when Crawley's wealthy spinster sister, Matilda (Eileen Atkins), comes for a visit that Becky finds her true calling. She works her way into the amusingly cantankerous old woman's good graces and earns an invite to go with her to London. It's there that Becky secretly marries Crawley's son, Rawdon (James Purefoy), a handsome military man—and the marriage gets them both spurned from the family. Though this marriage is quite the coup for Becky, she genuinely seems to love Rawdon, even without his family's money.

It's also in London that Becky runs into her friend Amelia, who's still pining hopelessly for her cad of a fiancé George. While George's father causes Amelia's family financial ruin, he also secretly tries to marry him off to a woman of great wealth. In his only show of decency, George tells his father off and secretly marries Amelia, and act that gets him written out of the family. So even though they've had to do so on the sly, our two main characters are now finally wed to men of decent social standing, though both unions suffer from familial and financial strain. No matter: Becky seems to see every stumbling block or snide comment as a welcome challenge as she doggedly works her way to becoming the toast of the town.

The friends continue on parallel journeys as they both discover they're pregnant, and shortly thereafter send their husbands off to war. During these trying times, delicate Amelia all but unravels, while plucky Becky seems to shine even brighter. Without giving too much away, suffice it to say that the rest of this 2-hour-and-17-minute film continues to follow their stories, the high and the lows.

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