Reese Witherspoon stars in this vibrant 2004 adaptation of William Makepeace Thackeray's Victorian satire as the irrepressible Becky Sharp, the unfortunate orphan of a Parisian opera girl and a poor London artist who has only her wits and striking looks to recommend her. While Becky's social graces endear her to a handful of iconoclasts within the closed society of English nobility, her unreserved display of these same qualities run her afoul of the less adventurous and thoroughly class-conscious elites. Full of cheery contempt for her betters, Becky gamely maneuvers through opportunities for advancement as they provide themselves, all the while balancing precariously between the muses of vanity and sensibility. Like the rest of the floodgate of British literary films opened by the blockbuster Howard's End in 1993 and the ensuing onslaught of Jane Austen adaptations, in particular Vanity Fair is superficially preoccupied with the constrained roles of women in the polite society of 19th century England, but director Mira Nair explodes the stately reserve of the genre with great flair. Nair revels in Becky's maverick nature, providing the film with strong current of unconventionality, and she accentuates the cultural influence of the British colony of India, spicing up the period with bright colors and exotic flair. Adapted by actor/screenwriter Julian Fellowes (an Oscar-winner for Gosford Park's screenplay in 2001), Vanity Fair is eventful and flows swiftly and agreeably from one event to the next, and the script's effusive charm is easily matched by the excellent cast. Witherspoon is winning as Becky, bursting with charm and guile and providing this "story without a hero" (as Thackeray called it), with a most sympathetic underdog tour guide. Swirling around her chasing their own vanities are Gabriel Byrne, Bob Hoskins, Rhys Ifans, Romola Garai, Jonathan Rhys Meyers, James Purefoy, and Tony Maudsley, each with perfectly calibrated (and refreshingly unusual) performances to avoid the obvious role casting that began to plague the many recent Jane Austen adaptations. Who are the true gentlemen and who are the cads in Vanity Fair is deceptive, and somewhat beside the point, as all are plagued by the same social sickness in different regards. But therein also lies the greatest weakness of Nair's take on the classic novel: Her intoxication with Becky's spirit carries her away from the intent of the story and blinds her to Becky's less savory aspects, resulting in a pleasant but somewhat hollow and easy conclusion (of the very sort that some say Thackeray purposefully ridiculed in his novel). While one may feel that Becky deserves the ending Nair and Fellowes grant her, one might also suspect that such an outcome was highly unlikely, and, interestingly, this DVD includes in its special features an alternate ending that, while perhaps too literal, is emotionally much more satisfying and hints at a very different turn of story than the theatrical cut. Naturally, in adapting a work of this scope to a 140-min. picture, other problems arise: Toward the end, many key events are crunched or excised, and some character transitions are summarized to the point of alarming falsity. Also, perhaps overcome by their own vanities, the filmmakers neglect to noticeably age the women in the cast, despite a story arc of at least 20 years, and probably more. However, the more substantive of these faults nevertheless fail to dim the overall pleasure of Nair's obvious enthusiasm, Witherspoon's bewitching performance, and the delightful magnetism of the supporting ensemble. Universal presents Vanity Fair in a rich anamorphic transfer (2.35:1) with Dolby Digital 5.1 audio. Nair chats along on a commentary track, and the disc also includes 15 minutes of deleted/alternate scenes (some of which are unusually potent and would have possibly improved the film) and two 10-minute featurettes. Keep-case.