Orphan turned opportunist Becky Sharp made her lusty debut in the pages of William Makepeace Thackeray's 1847 novel Vanity Fair. Well, the bitch is back. And Reese Witherspoon, sporting a credible British accent, gives Becky some of the hard steel of her career-best role as Tracy Flick in 1999's Election. This is all to the good. What rankles is how the Reese shine that sold Legally Blonde and Sweet Home Alabama also seeps into the mix. It's one thing to understand Becky — do we have to love her, too? The fault here may lie with Indian director Mira Nair (Monsoon Wedding), who understandably expands on the novel's India themes but insists on reshaping Becky as a "modern woman." The strain shows. There are pleasures in the script, co-written by Gosford Park's Julian Fellowes. The snob George Osborne (Jonathan Rhys-Meyers) says of Becky, "I had thought she was a social climber — I can see now she's a mountaineer." And in small roles, Gabriel Byrne and Eileen Atkins make huge impressions. But in an effort to blend Thackeray and Sex and the City, Vanity Fair ends up nowhere.