This sprawling adaptation of William Makepeace Thackeray's classic novel hits some high notes but ultimately fails to cohere into a meaningful whole. Reese Witherspoon stars as Rebecca (Becky) Sharp, an orphaned girl who grows up determined to make it in English high society, even as that world rejects her at every turn. At its best, "Vanity Fair" scores some sharp, telling points off the hypocrisy and snobbishness of Britain's class system, where the wealthy wives, especially, are adamant that no outsiders need apply for entry. The men feel differently but they're just as likely to have ulterior predatory motives, particularly when it involves helping the comely Becky.

As Becky, the American Witherspoon, though essaying a creditable English accent, is only adequate. She never gets at the anger that Becky must subsume as she tries to rise above her station. The rest of the cast--save for Eileen Atkins, who is a delight as a flamboyant, eccentric spinster aunt who takes Becky under her wing--matches Witherspoon's uninspired work. The likes of Jim Broadbent and Bob Hoskins as two differing members of the upper crust are believable but not much more. Maybe we've seen one too many such dramas in recent years, and other films on similar themes, like "Emma" and "Gosford Park," were more focused and better acted. And while director Mira Nair renders this film more meaningful than her last feature, the banal "Monsoon Wedding," she nevertheless eventually loses its thread. "Vanity Fair's" first hour is its most potent but then the film succumbs to one too many melodramatic turns before wrapping up its story--and characters--in a too neat bow. Starring Reese Witherspoon, Gabriel Byrne, Bob Hoskins, James Broadbent and Jonathan Rhys-Meyers. Directed by Mira Nair. Written by Matthew Faulk, Mark Skeet and Julian Fellowes. Produced by Janette Day, Donna Gigliotti and Lydia Dean Pilcher. A Focus release. Drama. Rated PG-13 for some sensuality/partial nudity and a brief violent image. Running time: 140 min