Vanity Fair is a breathtakingly gorgeous movie starring Reese Witherspoon (Legally Blonde) as Becky Sharp, the conniving girl whose sole goal is to rise in social status. Based on the novel by William Thackery, the story is an attack on the social politics of 19th Century London and the socialites themselves. Due to her lower-class upbringing, Becky was unable to gain access into these elitist circles. Vanity Fair unfolds as Becky goes to great lengths, even ruining the lives of other people, to achieve the social status she desires.The movie takes you through the life of Becky and her humble beginnings in the slums of London. When her father dies, she earns her living at Miss Pinkerton's prep school where she meets Amelia (Romola Garai, Dirty Dancing Havana Nights). Though the pair becomes fast friends, Becky clearly uses her friendship to charm Amelia's brother Jos (Tony Maudsley, Bright Young Things).

Appearing oblivious to Becky's scheming, Amelia remains completely wrapped up in her fiance George Osborne (Jonathan Rhys-Meyers, Bend it Like Beckham). Yet George and his father also have their own plans for moving up in society, and the viewer soon discovers George is not really in love with Amelia.

Meanwhile, Becky becomes the governess for the Crawley family, who still has a title despite their looming ruin. Becky charms the family and grows indispensable to them. When Aunt Matilda (Eileen Atkins, Cold Mountain) visits, she invites Becky back to London with her. Here Becky makes her move on Rawdon Crawley (James Purefoy, Resident Evil). They secretly marry, but get cut out of Aunt Matilda's will much to Becky's dismay. Still, Becky cannot seem to escape her low birth.

As for some side stories, Dobbins (Rhys Ifan, Danny Deckchair) is a friend of George Osborne who has long loved Amelia. In addition, both Becky and Amelia give birth to sons. Difference in character become apparent as Becky shows little attention toward her baby while Amelia will do anything for her child. Among other escapades are Becky's involvement with the Marquis of Steyne (Gabriel Byrne, Shade) and her involvement in the Battle of Waterloo.

As usual with period films, the beautiful costumes throughout the movie steal the show. Since she is bent on climbing the social ladder, Becky is always stunningly dressed. She dawns bright vibrant colors, which reflect her personality and charm. The film also includes scenes that showcase aspects of Indian culture and splendor, since part of the story is set during the British Empire's expansion into India.

Witherspoon absolutely steals the show in Vanity Fair. Normally, she plays a cute, innocent girl, as seen with her roles in Legally Blonde, Cruel Intentions and Sweet Home Alabama. In a complete change from her more recent characters, Witherspoon presents as Becky as a scheming girl who will do anything to get what she wants. The viewer can understand why everyone falls in love with Becky Sharp, because at first the audience falls in love with her, too. Sometimes, Becky's real intentions become hard to determine ahead of time, because she does such a good job of fooling everyone.

While Becky's role is supposed to show that women could get what they want during this time period, her character also puts women in a bad light, showing that they are capable of selfish destruction and misery. Though the movie was very enjoyable, the film would probably be most fun for the female population and fans of period pieces.