Reese Witherspoon Was Always So Much More Than America's Sweetheart. Vanity Fair Is Proof.

According to a recent study by the USC Annenberg Inclusion Initiative, film criticism is a field overwhelmingly dominated by (surprise, surprise) white men. Not anymore. In Refinery29's series, Writing Critics' Wrongs, our female movie critic will give fresh consideration to the movies we love, hate, or love to hate. It's time for a rewrite.
Vanity Fair’s Becky Sharp is what we would call, in today’s parlance, a bad bitch. She’s an unapologetically ambitious status seeker who schemes her way up the ladder of early 19th century England high society, transgressing the conventions of soft, meek, and maternal womanhood that dominated her age. She, like so many women who follow their own path, is not “likeable.”
Or, at least, that’s how she was written by William Makepeace Thackeray in 1848.
And yet, as one of literature’s most complex characters, her story has been adapted many times ever since Thackeray introduced her. (There’s even speculation that Margaret Mitchell’s Gone With The Wind protagonist, Scarlett O’Hara, was based on Becky, though the author always denied ever having read the novel.) There have been at least five film versions of Vanity Fair, dating as far back as 1932. Television adaptations peppered the second half of the 20th century, with each version teasing out a new aspect of Becky. The most recent one, released by Amazon in December, cast up-and-comer Olivia Cooke in the role.
Director Mira Nair’s (Monsoon Wedding) 2004 film adaptation starring Reese Witherspoon was the first real attempt to reconcile Becky’s so-called negative traits with the reluctant admiration so many readers have felt for her. Can a woman play the villain and the hero? This Becky Sharp is both. She’s an egomaniac, shrewd, and manipulative — but also fascinating, complicated, and in her own way, loving. Like all of us, she contains multitudes.
Nair’s adaptation leaned into the feminist themes inherent in Becky’s story — even if they weren’t necessarily intended by Thackeray — as well as renewed scrutiny on the book’s fixation with colonial India, resulting in a rich, colorful, and vibrant film. Fifteen years later, it feels like a film by and for women, reclaiming a character conceived long ago by a man.
It’s not all that surprising, therefore, that many of the mostly male reviewers circa 2004 took issue with Nair’s interpretation. Despite being nominated for a Golden Lion at the 2004 Venice Film Festival (the prestigious festival’s highest honor), Vanity Fair opened on September 1, 2004 to middling reviews.
At Rolling Stone, Peter Travers wrote: “It’s one thing to understand Becky — do we have to love her, too? The fault here may lie with Indian director Mira Nair, who understandably expands on the novel’s India themes but insists on reshaping Becky as a ‘modern woman.’ The strain shows."
David Edelstein echoed that sentiment . “It’s always touching when liberal, antiracist, feminist artists take it upon themselves to rescue incorrect classics from the prejudices of the author’s age,” he wrote for Slate. “Nutty, but touching.”
Over at Salon, Charles Taylor took issue with the neutering of Thackeray’s open judgement of his wicked anti-hero in favor of empathy for her complicated choices. “We get scenes that, even when they follow the events of the book, completely rewrite its meanings.’”
The issue of interpretation is one that comes up whenever a filmmaker adapts a beloved classic. Is it better to remain blindly faithful to the original text, or present their own interpretation? Both are valid methods, even as the latter remains criticized in Vanity Fair’s case.
As recently as November, pegged to the release of Amazon’s series, The Guardian’s John Dougdale asked: “Why is Vanity Fair's scheming heroine misread on screen?”
“Cheering on Becky, rather than tut-tutting,” he wrote, “starts on the big screen with the 2004 Reese Witherspoon movie: with a star committed to empowering women, a feminist Indian director (Mira Nair) drawn to social outsiders, and a script by a future Tory peer (Julian Fellowes) predisposed to applaud the Thatcherite ambition other adapters despised, she was always bound to rebound.”
The recurring argument here seems to be: The male author of this nearly 200-year-old novel didn’t write that we should like this woman, and therefore never should anyone find her, or her savage amorality, sympathetic.
And yet, I too, read Thackeray’s novel. Yes, he is appalled (and amused) by Becky’s actions, and does sometimes paint her as horrendous. But why does that mean I can’t also like her?
Vanity Fair shows two competing versions of womanhood. On the one hand, you have governess Becky Sharp (Witherspoon), the daughter of a poor artist and a French opera singer, who strives to better her station through advantageous friendships and marriage, against the backdrop of the Napoleonic Wars. On the other, you have her only friend, Amelia Sedley (Romola Garai), the daughter of an upper-middle class family, and the stand-in for staid 19th century womanhood. She’s a weepy, devoted friend, and singularly focused on the happiness of her fiancé, George Osbourne (Jonathan Rhys Meyers). Unlike Becky, who has to coldly scheme her way into people’s affections, Amelia is loved by all, including Captain Dobbin (Rhys Ifans), George’s caring best friend.
The two remain in each other’s lives through marriage (Amelia to George, and Becky to Rawdon Crawley, the dashing son of her employer, played by James Purefoy), war, death, children, deceit, and betrayals. And in the end, both learn that fulfillment (an entirely relative concept in the world of Vanity Fair) comes at a price.
Downton Abbey creator Julian Fellowes’ script definitely takes some creative liberties: Most notably, the subplot about Becky’s aristocratic benefactor and maybe lover Lord Steyne (a brooding Gabriel Byrne) being a collector of her father’s paintings, is pure invention, as is the ending, which is sweeter than the original.
But what makes Nair’s directorial choices so compelling is that she injects as much complexity and moral ambiguity into Amelia’s character as she does Becky’s. They exist as a result of their circumstances, and their reactions shift over time. (Hers is also the adaptation that best captures the love/hate dynamic between female friends, who can simultaneously be contemptuous and jealous of each other’s choices, while also deeply caring of one another.)
And yes, the purists are right — this is a departure from Thackeray’s vision. But why can’t both exist? Nair doesn’t claim her interpretation as gospel, so why take it as such? This isn’t the first or last movie to radically shift the perspective of classic source material — take Jane Campion’s Portrait of a Lady, which cast Nicole Kidman in a subversive adaptation of the Henry James classic, or even the zillions of rom-coms and dramas based on Shakespeare plays. Is 10 Things I Hate About You a poor reading of The Taming of the Shrew because it updates the play’s themes to suit modern-day sensibilities? In fact, at this point, not to glean fresh meaning from a classic is to be out of the loop. Nair was arguably ahead of her time.
Becky Sharp is a product of a brief permissive window between the social upheaval of the French Revolution and the looming Victorian era. When the film opens in London in 1802, the former was just winding down (Napoleon would crown himself emperor two years later) and Britain was at war with France, and would be, on and off, for the next 13 years. But it was also a time of Britain solidifying its hegemony over its Empire, which would, at its peak a century later, cover nearly a quarter of the world’s landmass, and rule over 458 million people.
Born in Northern India, Nair teases out the fascination with the country that was such a vital part of Thackeray’s novel with stunning colors and fabrics that punctuate the otherwise bleak and filthy cobblestones of London. The fact that Thackeray himself was born in India wasn’t lost on the filmmaker, who told The Guardian in 2004 that she saw him as “the ultimate outsider in his own society. I thought in Becky Sharp, he had created a mould of himself, as both insider and outsider."
But while Thackeray’s relationship with India was that of British citizen in a colonized land, Nair deftly uses his words to make a point about the ease with which Western cultures cherry-pick aspects of so-called “exotic” civilizations to make their own, while rejecting the people who came up with them as other.
Story aside, there’s just so much to love about this film: Nicholas Dodd’s earworm score; the specially composed end song by Indian trio Shankar-Ehsaan-Loy; stellar supporting performances by British heavy-hitters Jim Broadbent, Eileen Atkins (a joy!), and Bob Hoskins all co-star, as well as beautiful baes Rhys-Meyers, Purefoy (pure sex here) and a very young Tom Sturridge; Declan Quinn’s textured cinematography.
None of this would work without Witherspoon, who dominates the film’s more than two-hour run time and gives one of the best performances of her career.
In a post-Big Little Lies era, it’s hard to imagine anyone questioning Witherspoon’s ability to do anything. But there was real doubt about whether the Legally Blonde star would be able to pull off a corset drama.
In his review, Taylor wrote he feared “that after getting a taste of what it's like to be adored by the public in movies like Legally Blonde and Sweet Home Alabama, Witherspoon may be reluctant to throw herself into a true depiction of a character as plainly mean as Becky Sharp.”
Witherspoon’s accent may need a little work, but she’s gripping to watch as she plumbs new depths in Becky’s shallow soul, her impish smile suggesting that she’s in on a joke that we’re in that dark about.
But her Becky can be hard. In fact, Vanity Fair is the first movie I remember seeing — other than Gone With The Wind, and again that’s probably not a coincidence — in which a woman is shown to be largely indifferent to her child. Like most people she comes to love, Becky regards her son as an inconvenience — until she can no longer have him. There’s nothing that piques her interest more than that which is denied her.
What’s more, it’s hard not to empathize with a female character who’s making the most of a world that assumes the only thing she has to trade on is her body — either in marriage, or as a mistress. Though Becky plays the game well, she does get in over her head.
And even if Thackeray never intended us to feel this way — so, what? Art is a living thing, and meaning is gleaned by those who consume it.
That’s not to say critics of the film are entirely wrong. Nair’s film is not the definitive version of the story. The most recent version of Vanity Fair — written by Gwyneth Hughes — allows its protagonist to be a little more callous. The serialized format, in which Cooke’s Becky breaks the fourth wall, is more effective at communicating this balancing act between naked ambition and vulnerability.
As a result, Olivia Cooke’s interpretation is probably the best Becky Sharp yet: She’s intensely charismatic, with a little more bite, and toes the line between being faithful to the book and teasing out more modern feminist themes a little more smoothly. But in doing so, she stands on the shoulders of Witherspoon and Nair’s vision. Onwards and upwards, just like Becky.

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