ALL'S `VANITY FAIR' IN LOVE AND WAR NEW FILM REIMAGINES THE FEMINISM, CLASS CONSCIOUSNESS AND COLONIAL AMBITION OF THE VICTORIAN CLASSIC.

Byline: Evan Henerson Staff Writer

A flawed social-climbing heroine, tons of colorful characters, a beloved Victorian novel by William Makepeace Thackeray, 11 weeks of shooting.

By all means bring it on, says ``Vanity Fair'' director Mira Nair, and not simply because Reese Witherspoon is the headliner.

``I'm a great fiend of English literature and I love Thackeray especially,'' says Nair. ``There's a whole circus of life in this novel. I love that kind of story. Like in 'Monsoon Wedding,' you have so many characters intersecting, each so acutely full of his own foibles and contradictions.''

When artsy literary novels are brought to the screen, they're more often from the pens of Charles Dickens, Henry James or Jane Austen. Thackeray (1811-63), who, like Nair was born in India, hasn't had a novel adapted for cinema since Stanley Kubrick's version of ``Barry Lyndon'' was released in 1975. The more well-known ``Vanity Fair,'' which opened Wednesday, has been filmed numerous times, particularly - given its 900-plus-page length - for British television miniseries.

``I think Thackeray enjoyed himself more than Dickens,'' says Nair. ``I think he had great, gourmand-like interests in food and clothing. He really lived what he called the 'low life,' and he took great enjoyment in the character of Becky Sharp.''

Planting the seed

The hard-to-pigeonhole director, 46, has a few contradictions of her own. The character circus is about the only thing a period novel like ``Vanity Fair''(published serially in 1847-48) would have in common with ``Monsoon Wedding,'' Nair's 2001 comedy about an arranged marriage in India. And you get into even greater eclectic territory when you compare it to the film she did in between: ``Hysterical Blindness,'' the Uma Thurman-starring tale of working-class New Jersey 30-somethings set in 1987.

The memory of ``Vanity Fair'' is now rather distant, says Nair, who spent two months working in her gardens in East Africa before jumping aboard the film's publicity train.

``I finished in June and then just went home to Uganda, where I spend four months every year, and I completely didn't think of anything else,'' says Nair, who has three homes with her husband, Columbia University professor Mahmood Mamdani. ``I feel very replenished, and I'm happy to be creatively involved in something else. This will be the first time I've opened on 800 screens, and I don't want to be terribly vulnerable to the ups and downs of the marketplace. I want to already be working.''

Nair, who will next film the adaptation of Jhumpa Lahiri's novel, ``The Namesake,'' followed by Tony Kushner's Afghanistan-set play, ``Homebody/Kabul,'' for HBO, shrugs off the notion of unifying themes or issues that draw her to one project or another.

``Pure and simple, something gets under my skin and doesn't let me go,'' says Nair. ``It's got to be in my gut.''

If she can make it there ...

And ``Vanity Fair'' has apparently been gut-worthy since childhood. Becky Sharp (played by ``Legally Blonde's'' Witherspoon), the penniless daughter of a dancer and alcoholic painter, looks to marry her way into the British social ranks. She works as a governess to the Crawley family, befriends a rich aunt and later weds the family's younger son. The Napoleonic Wars, a questionable arrangement with the scheming Marquess of Steyne (Gabriel Byrne) and a ruptured friendship with childhood chum Amelia Sedley (Romola Garai) make crafty Becky's life quite an adventure. Imagine Victorian England's answer to Scarlett O'Hara ... only more devious.

The novel's Indian influences are highlighted, from scenes filmed there to the colonial wanderings of Amelia Sedley's brother, Jos, an early Becky Sharp suitor. Nair found much in the material with which to form a connection.

``I loved the context of this novel, the whole union between the Empire and the colony,'' she says. ``This is a rags-to-riches story of a person who is the ultimate outsider trying to find a place inside. And I see Thackeray's very astute look from the perspective of someone who is both an insider and an outsider.''

Witherspoon plays Becky from age 17 to 38. ``You get to play every shade of emotion, and with Reese, everything is 'clickety clack, clickety clack' in her brain,'' says Nair. ``I've always loved her work - who doesn't? She's already been in this profession 15 years, and she's totally harnessed her skills. You can see in her great, great intelligence.''

Honing Becky Sharp

Becky Sharp is considered one of literature's great antiheroines. According to Nair, as Thackeray was delivering Becky to the world - the novel was published in serial installments - the author was pressured to take the character in different directions.

``The editor was rapping his knuckles, 'Make Becky more mean. Don't enjoy this woman so much,' '' says Nair. ``He was creating this radical being, and so there are inconsistencies. He loved her and enjoyed her as well. What role for an actor to play could be better than this?''

Witherspoon, who had met with Nair a couple of years ago to discuss working together, was pleased to discover that she and the director shared ``similar sensibilities about women.''

``Becky Sharp is an early feminist,'' Witherspoon says. ``Every success she has in her life is based on her own success, which is a modern idea for a period story.''

``She's a young woman who looks at life and thinks it isn't enough, and she wants to make more for herself,'' adds screenwriter Julian Fellowes. ``We like those qualities. We like people who are proactive in their own life and get behind the wheel. I felt it was not possible to make 'Vanity Fair' in 2004 and make Becky Sharp an unsympathetic character.''

He shared this view with Nair, for whom Fellowes has nothing but praise.

``She really loves actors - and not all directors do,'' says Fellowes, a former actor and an Oscar winner for ``Gosford Park.'' ``I found her creative and interesting and nice. Nice means quite a lot to me. In this business, it's not an overextended quality.''

Evan Henerson, [phone]

evan.henerson(at)dailynews.com

CAPTION(S):

3 photos

Photo:

(1 -- cover -- color) Behind the veil

Indian director Mira Nair gives `Vanity Fair' and Reese an exotic makeover

(2) Becky Sharp (Reese Witherspoon) flirts with the married George Osborne (Jonathan Rhys-Meyers) in ``Vanity Fair.''

(3) -Mira Nair, director, right, on ``Vanity Fair'' star Reese Witherspoon