A director's 'Vanity' project

If Mira Nair's film of "Vanity Fair" seems dense and sprawling, with the colorful cast of characters practically tripping over each other, it may be because of its source material. William Makepeace Thackeray's novel, about how a poor artist's daughter named Becky Sharp seizes every opportunity to climb to the top of society, started as a serial. Ms. Nair describes it as a "page turner."

How does Nair - born in India, educated at Harvard, and a resident of Uganda when she's not making films in India or the United States - come to film this latest version of an early-19th-century British novel? Easily, as it turns out.

"It has been one of the most beloved novels to me since I was 16 in an Irish Catholic boarding school in India," she recalls. "What I love is that the chief character of the novel is the world."

Those not familiar with the novel may assume that Nair has inserted a variety of references to India into this satiric look at the British middle classes, but such is not the case. Thackeray himself was born in India, where his parents were part of the growing British presence there. According to Nair, any adaptation of a 900-page novel is going to involve choices by the filmmakers, but nearly all of the India material is pure Thackeray.

"All of it is in the novel except the last shot," she said. Scenes of Becky (played by American actress Reese Witherspoon) trying chili peppers, or another character showing off an ornate vest, are "iconic moments" in the book, according to the director. "I would like to think Thackeray would be smiling."

The story follows Becky's rise in a class system that was changing due to England's growing wealth as an international power. Money from the empire's colonies was fueling the middle class, explains Nair, and that led to the social upheaval the story explores.

The character of Becky is, in many ways, a woman ahead of her time. She refuses to be defined by her birth or her marriage, and takes matters into her own hands when she has to, ideas that might seem heroic today but bordered on the unheard of in pre-Victorian England. There are times when Becky seems to go too far, making some less-than-admirable choices.

"It's precisely because I had Reese Witherspoon - her appeal gave me the ability to preserve Becky's character," says Nair. Witherspoon won over audiences in "Legally Blonde" and "Sweet Home Alabama," and the director felt that rapport would allow viewers to stick with the actress even when her character crosses ethical boundaries.

The actress was pregnant during the shoot, as is Becky during part of the story. The director and star easily worked around this.

"I loved it. The skinny, underfed Los Angeles actress is not my look," says Nair. "I liked that womanliness." The script had 18 scenes where Becky was pregnant. Nair added four more.

Oddly, the biggest problem was that three actors in the cast had similar-sounding names. Reese Witherspoon was joined by Rhys Ifans and Jonathan Rhys-Meyers (both playing suitors of her friend), all of whom could answer to a call of "Reese." Nair solved matters by referring to Rhys-Meyers as "Jonathan," and the other two as "Mr. Rhys," and "Mrs. Reese."

As for the future, Nair has various projects in the US and abroad, for theatrical release or made for cable. As the director of past hits such as "Salaam Bombay!" (1988), "Mississippi Masala" (1991), and "Monsoon Wedding" (2001) she has the luxury to turn down work if she feels that two or three other people could do the job just as well. "I just go where my heart takes me," she says. "I do only what I want to do."

She does not feel limited to just directing movies that have a connection to her native India, although "Vanity Fair" does have a tangential one.

"I don't think it's about the passport you hold," she says. "It's plumbing the depths of the human condition."

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