Period films, those of the proper British accent and corset variety, may be the trickiest of genres to pull off with freshness and flair. Without a vibrant visual sense or subjective identity to call their own, they more often than not resemble a dry BBC production of "Masterpiece Theater." Director Mira Nair has proven with her last two features, 2001's enchanting "Monsoon Wedding" and 2002's woefully overlooked gem, "Hysterical Blindness," that she has a keen filmmaking sense and an adeptness for characters, two valuable traits she attempts with varying success to bring to "Vanity Fair."

Based on the 1848 novel by William Makepeace Thackery, "Vanity Fair"—the latest in a long line of adaptations and the first seen by myself—is more tedious than arresting, gorgeous to look at courtesy of some luscious, color-drenched cinematography by Declan Quinn (2003's "Cold Creek Manor"), but emotionally stunted. Director Mira Nair blesses the picture with a few vivid strokes, including some South Asian flourishes from her own culture in India, and she achieves narrative cohesion even at the daunting task of handling an overfilled ensemble, but her cinematic assuredness hits a brick wall when it comes to giving the viewer a reason to care. The plot, which follows a series of events over a thirty-year period rather than a finely-drawn, set-in-stone premise, seldom rustles up much urgency and rooting interest because it never seems to be leading up to anything, and there are simply too many characters moving in and out of focus to grow an attachment to most of them.

Nevertheless, the story's unlikely heroine, Becky Sharp (Reese Witherspoon), is a memorable, complex creation. Set within the first three decades of the 19th century, Becky is the daughter of a penniless artist and French opera dancer, orphaned before she reaches her teens and sent to a boarding school where she also works as the resident maid. Upon graduating, Becky begins work as a governess for Sir Pitt Crawley (Bob Hoskins) with grander schemes on her mind. She is determined to bolster herself to the upper class of society beside those she works for, and sees it as her best chance to reach this goal by marrying Pitt's handsome youngest son, Rawdon (James Purefoy). Her lying and conniving to get to the top is ultimately bound to be her undoing, and soon she and Rawdon are shut out of the family's inheritance.

If "Vanity Fair" never quite manages to pull itself out of the doldrums of countless other period pieces, Becky Sharp does stand proudly as a modern-thinking feminist whose intentions are commendable. Were it not for the sometimes treacherous ways in which she moves ahead in society, she could stand as a positive role model for today's and yesterday's young women. But then, in the time period in which she is living, it could be argued that Becky, poor and disrespected because of her stature, has no choice but to use cool manipulation as her tool of choice in getting people to notice and reward her. In comparison, Becky's best friend, Amelia (Romola Garai), is a more conventional product of her era. An emotionally weak, mild-mannered woman whose family does belong to the upper crust of their London commonwealth, Amelia flounders through her life by clouded visions of husband George (John Rhys-Meyers), a neglectful, possibly philandering twit whom she is unable to see as anything other than pure, loving, and true.

In a cast made up of otherwise British performers, American-born Reese Witherspoon (2003's "Legally Blonde 2: Red, White, and Blonde") blends in with ease, adapting an authentic English accent and digging into her meaty role of Becky Sharp with relish. Witherspoon shows that there is much more to her as an actress than mere cuteness and smiles, wading through a cavalcade of changing emotions and character resolutions to create an indelible, flawed—but not despicable—female role. Her only two hindrances are not really her fault; it is too frequently apparent that Witherspoon was heavily pregnant throughout much of the filming, as she seems to always be hiding behind baskets and flowers, and there are more than enough contrived close-up shots establishing her as the "star."

In supporting parts, Eileen Atkins (2003's "Cold Mountain") is an acid-tongued delight as Rawdon's brazen Aunt Matilda; John Rhys Meyers (1999's "Titus") is slimily alluring as Amelia's husband, George; and Rhys Ifans (1999's "Notting Hill"), usually relegated to be the comic relief, unmasks unsuspecting dramatic weight as Dobbin, the kind-hearted man who could truly love Amelia if only she would recognize his loyalty. The other high-profile performers, including Bob Hoskins (1999's "Felicia's Journey"), the typecast Jim Broadbent (2002's "Gangs of New York"), and Gabriel Byrne (1999's "Stigmata") are short-changed, fading into the background without a whole lot to do.

Writing about "Vanity Fair," it is critical that one talk the most about Becky Sharp because she is the only figure worth more than a passing mention. The cinematic telling she is stuck in does not do her justice, although, to be fair, Thackery's 900-page novel isn't the most filmic of classic literature. What might work powerfully on the page comes off on the screen as not terribly interesting, causing half of the overlong 141-minute running time to be dull and uneventful and the other half to hold pleasing promise that never reaches fruition. Director Mira Nair, as talented as she is and as hard as she tries, cannot raise "Vanity Fair" far enough above the level of period movie cliches for it to be a worthwhile viewing experience.