Grade: B-

Verdict: Definitely fair to look at, but not as frisky as it should be.

By ELEANOR RINGEL GILLESPIE
Cox News Service

"Vanity Fair," William Makepeace Thackeray's scathing 19th-century novel about a world-class schemer and social climber named Becky Sharp, is subtitled "A Novel Without a Hero."

Mira Nair's adaptation could be subtitled "A Movie Without a Heroine."

That's not to say Reese Witherspoon isn't very good as the ambitious Becky, who has beauty, charm, wit, smarts, even a fine singing voice, but lacks both a pedigree and a fortune. However, Nair, who showed her sharp social acumen in "Monsoon Wedding," has curiously defanged one of the most designing women in literary history this side of Scarlett O'Hara (actually, it's been said that Margaret Mitchell based Scarlett on Thackeray's anti-heroine).

You only have to watch the magnificent 1935 version, "Becky Sharp," to see that Becky is the same sort of charming yet merciless scoundrel as Richard III. Other people's needs and desires are mere props in their own relentless climb toward a crown -- or, in Becky's case, a glass of very good port enjoyed with London's vain and shallow upper crust. Both are ruthless self-promoters who, nonetheless, are the most delicious mischief-makers imaginable.

Through the good heart and good graces of her best friend from boarding school, the impoverished and lower-class Becky (Witherspoon) secures a position as a governess at the shabby and disheveled country estate belonging to Sir Pitt Crawley (Bob Hoskins). The sole hope for solvency for himself and his two sons -- one, Pitt (Douglas Hodge), dour and correct; the other, Rawdon (James Purefoy), dashing and cocky -- depends on the will (literally and figuratively) of their acid-tongued spinster aunt, Miss Matilda Crawley (Eileen Atkins in the Maggie Smith role and doing what Smith would do -- steal the movie).

The sort of imperious old woman whose idea of a proper guest's toast is to wish for better food and a warmer room, Aunt Matilda takes a liking to the clever Becky and whisks her off to London as her companion. Becky's new benefactor sees herself as something of a rebel; for instance, she professes to love eccentric (read, inappropriate) marriages. But when one such marriage is made -- between Becky and Rawdon -- she disinherits her nephew.

This is not conducive to his wife's champagne wishes and caviar dreams. So, after an interlude at Waterloo (an excellent evocation of how the filthy rich can be reduced to refugees over the course of a single evening), Becky returns to London and takes up with the very powerful and very dangerous Marquess of Steyne (Gabriel Byrne, swathed in dissolution), who can give her what she wants. At a price.

On a comparatively slim budget of $23 million, Nair has delivered a film that looks five times as expensive. Not only is the contrast between the squalor of the London streets and the sumptuous excess of the spoiled upper classes richly captured, but she adds an overlay of Indian flavoring that's perfectly suited to a conquering country besotted with the exoticism of its colonies. (Thackeray spent his first five years in India.)

She's also engaged every great British and Irish actor not currently tied up with the "Harry Potter" series. Look for Jim Broadbent, Rhys Ifans, Geraldine McEwan and Jonathan Rhys Meyers in the teeming cast.

But where is the sharp-eyed rascal of whom one character says, "I had thought her a mere social climber. I see now she's a mountaineer."