VANITY FAIR— ** — Reese Witherspoon, James Purefoy, Romola Garai; rated PG-13 (vulgarity, brief sex, violence, mild profanity, brief partial nudity, brief gore); Century Theatres 16; Cinemark Jordan Landing Theaters; Megaplex 12 at the Gateway; Megaplex 17 at Jordan Commons.

"Vanity Fair?" "Vanity Worse Than Mediocre" is what the film really is ... .

All kidding aside, this handsome-looking but curiously flat adaptation of the much-filmed William Makepeace Thackeray novel is one of the bigger cinematic disappointments of the year. After all, it's got a terrific cast and what seems to be sure-fire material.

But it's executed poorly, with a lack of energy and spark. And despite last-minute attempts to save the film — Julian Fellowes, the Oscar-winning scribe of "Gosford Park," stepped in to punch up the dialogue while the production was in progress — the supposed satire isn't either sharp or witty enough to live up to the standards of its source material.

Also, as played by Reese Witherspoon, the main character is rather unlikable. Witherspoon portrays Becky Sharp, a would-be social climber who has been thwarted in her attempts to marry into money and status.

Becky finds herself working as a governess for Pitt the Elder (Bob Hoskins), a nobleman who's less than noble. However, Becky's efforts to reform the Pitt household impress Pitt's spinster sister (Eileen Atkins), who takes her in.

Becky wears out her welcome there when she seduces Rawdon Crawley (James Purefoy), her hostess's womanizing, gambling-addicted nephew. He's far from the only one to be entranced by Becky, though. Even George Osborne (Jonathan Rhys-Meyers), the husband of Becky's best friend (Romola Garai), falls under her spell.

Among the bigger problems is the leaden pacing. Director Mira Nair throws in a pseudo-"Bollywood"-style dance number near the end to spice things up. But by that point, it's too late.

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Worse, the actors seem content to stand around and sulk in their period costumes and hairstyles, rather than playing their respective parts. Even Witherspoon, who's normally dependable, seems uninspired.

The film's lone bright spot is Atkins, excelling in what could best be described as the Maggie Smith role. (Her character's dialogue bears the unmistakable print of Fellowes, who also worked wonders for Smith in "Gosford Park.")

"Vanity Fair" is rated PG-13 for sexual innuendo and crude sexual talk, a brief sex scene, war violence (mostly overheard), scattered use of mild profanity, brief partial female nudity and brief gore. Running time: 138 minutes.


E-mail: jeff@desnews.com

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