To watch this adaptation of William Makepeace Thackeray's classic novel about the rise of a lowborn girl with outsize social ambitions is to wander through an exercise in expensive waste. To be sure, the English estates, ornate costumes (more layered than J.Crew), chinoiserie beds with canopies, and towering hairdos furnish visual texture and summon up the live heart of early-19th-century England. But sabotaging the whole enterprise is a disastrous piece of casting: Reese Witherspoon as the scheming, indefatigable Becky Sharp, onscreen in practically every scene of Vanity Fair.

Unkind to say, but Witherspoon simply lacks the gravitas and grandeur essential to portray a heroine of such hi-lit pedigree. Becky has become, after all, the archetype of the wily survivor nimbly scaling the social ladder. As such, she must command the screen to embody a boldface type who persists down the ages. Yet what do we get peering out from under all those tortured wigs? The sassy, button-cute ingenue from Election and the Legally Blonde franchise, plunked down in Mira Nair's curry-flavored England. As an added "off" touch, Witherspoon, pregnant during the shoot, overflows her corsets.

Thackeray's tale of social conniving, with its transparent parallels with today's culture, certainly has cinematic potential. The orphaned daughter of an impoverished London painter, Becky works as governess to the daughters of eccentric Sir Pitt Crawley (Bob Hoskins). She wins over the children and the Crawley family's rich spinster aunt Matilda, caustically limned by Eileen Atkins. After moving to London, Becky secretly marries dashing heir Rawdon Crawley (James Purefoy), younger son of her employer-but when her benefactor Matilda discovers their union, she cuts off the newlyweds. After Rawdon goes off to fight Napoleon, Becky is reunited with her husband and gives birth to a boy, but money and comfort are sparse. To penetrate London society, Becky signs on with the sinister Marquess of Steyne (Gabriel Byrne), paying a price she hasn't calculated.

The film has benefited from the estimable Mira Nair's decision to foreground Thackeray's social perspective. This was the period of the East India Company and the huge influx of wealth into Great Britain, which adopted many visual aspects of Indian culture. The film's principal plotlines follow the schemes of the newly minted bourgeoisie to buy into the aristocracy. And, of course, Becky is a feminist heroine who, limited by the options then available to women, uses sex to raise her fortunes, as today's woman might use her degree from the B School. But Witherspoon is never quite convincing as a siren for whom men would risk rank and fortune. In fact, she's shown to striking physical disadvantage alongside her dear friend, the put-upon Amelia Sedley, played by the dewy Romola Garai.

The rest of the cast orbiting the weak center is uniformly superb, capturing a range of eccentrics, scoundrels, and men got up like peacocks, their uniforms cut to the lines of their sideburns. Atkins is slyly knowing as the snobbish Matilda; Hoskins provides humor as a crude country squire; Purefoy is a charismatic romantic lead, and Rhys Ifans is a suitably hangdog spurned lover. But perhaps the film's true stars are the Indian-themed garden parties and set-pieces in Britain's stately homes, and the radiant colors: purples, oranges and assorted patterns, mixed in with the muted English style. Sadly, though, this is a middling venture destined for English lit courses.

-Erica Abeel