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One challenge of this flick, as you may have already picked up on, is the countless characters. While they're all expertly played (especially Hoskins' Crawley, whose frank and unkempt manner is refreshing amongst so much British propriety), keeping them all straight keeps you on your toes. And just when you think you have these figures figured out, many of them surprise you with a sudden uncharacteristic act of bravery or back-stabbing. Perhaps that's because so many of the characters here are kinder, gentler versions of the Thackeray originals. It's as if the writers occasionally said, "Oh yeah, Becky's supposed to be calculating and cunning instead of just cute," and then threw in a scene to prove as much. This is especially true of Becky toward the end of the movie.

It's an intriguing character study, especially the way they all influence one another. George's character would be altogether detestable if not for his loyal military pal William Dobbin (Rhys Ifans), who implores him repeatedly to put down the booze and go home to his wife, Amelia, whom Dobbin obviously adores more than his drunkard of a friend ever will. And pregnant Amelia would have come completely undone as London emptied during the war if not for Becky bravely staying behind with her friend. But for every positive influence, there are two negative ones, such as George's cold-hearted and conniving father, who seems to see his son merely as property to be sold out for the highest profit. It's no wonder George himself is so unlikable, and why he, in turn, dissuades poor Jos from marrying Becky. And when Becky turns to the mysterious Marquess of Steyne (Gabriel Byrne) for help in paying off her husband's gambling debts and opening the doors to the highest echelons of London society, his influence on her life is stunning. There's a subtle though stark moral here to be very choosy in whom you allow to influence your life.

Vanity Fair also offers an unflinching picture of the consequences for our choices. If you marry for money, you must live with the family that provides it. If you gamble away your measly resources, you must settle for meager food. If you pass up love because it doesn't come with the right pedigree, you'll remain alone. As Rawdon says to Becky when she gleefully tells him of an invite to a party that may open the door to the "right" social circles, "I know what we have to gain. I'm afraid of what we have to lose." Vanity Fair also illuminates the way our obsessions—be they for gambling, social climbing, or a long-lost love—ultimately do us in. Sometimes, Thackeray and Nair seem to tell us, getting what you want is the worse consequence of all.

To our utter delight, these stories and messages are told with superb acting, amazing costumes that burst with color and texture, and dazzling locales in London, Bath, and Jodhpur. Unfortunately, the film's brisk pace breaks down in the final 20 minutes, making a good movie suddenly seem like a long movie. The pacing becomes choppy, and the final dialogue between Becky and Amelia seems laughingly stilted. And for all this set-up with countless characters, lavish scenery and costuming, and time devoted to this twisting plot, the ending doesn't satisfy. Key plot elements are mentioned in passing, and as with the secret weddings earlier in the movie, we don't get the satisfaction of seeing other important events come to pass. The final scene of Vanity Fair is again a kinder, gentler diversion of the Thackeray rendition. Though on some levels it's a pleasing plot twist (especially for romantics at heart), it mostly feels like a sudden left turn and an easy way out for a character whose demise has been completely self-inflicted.

While we're mostly stunned at the lengths to which the characters go to gain money or prestige, considering the social and political climate of the day, it's somewhat understandable. What's perhaps even more stunning is comparing their antics to certain aspects of our current-day society and wondering how much has really changed. This is a question Thackeray, and to a lesser degree Nair, would no doubt love for us to ponder.

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