"How do you like your new place?" a British army officer inquires of Becky Sharp (Reese Witherspoon) early in the new film version of Vanity Fair.

It isn't an innocent question. The officer, Captain George Osborne (Jonathan Rhys Meyers), isn't asking Becky how she likes her new home in London, or even her new position as companion to a wealthy and acid-tongued spinster (the sublime Eileen Atkins). No, what he's really doing is patrolling the borders of British society, and reminding the humbly born Becky, in no uncertain terms, of her precarious place in it-something that Becky, whose wits are as sharp as her name, understands immediately. "My place?" she replies. "How kind of you to remind me."

William Makepeace Thackeray subtitled Vanity Fair "a novel without a hero," and his story of English upper crust life during the Napoleonic wars is thick with snobs and scoundrels. But this new Vanity Fair is a film with at least two heroines: not only Becky Sharp, who is less Thackeray's scheming social climber than a brash young woman unbowed by the prevailing social order, but also filmmaker Mira Nair. The Indian-born director of such films as Monsoon Wedding and Mississippi Masala, Nair brings Thackeray's novel to lavish life while casting her own sharp eye and wit on the British caste system.

Nair and her trio of screenwriters delineate that caste system from the film's very first scenes, in which a wealthy nobleman rides his carriage through the slums of London, the streets dense with the very people who make an aristocracy possible (or are its direct result), but who are seldom glimpsed in decorous costume dramas-namely, immigrants and the poor. Servants, too, are always in the foreground of the film, if largely silent, rendered mute by their tenuous circumstances. Nair's Vanity Fair is filled with elegant drawing rooms and exquisite garden parties, but she never forgets to show the human scaffolding that undergirds such luxury.

The nobleman is Lord Steyne (Gabriel Byrne), who has come to visit the studio of Becky Sharp's father, an impoverished artist. As someone later remarks of him, "A true collector will go anywhere to get what he wants," and for an uneasy moment Nair leaves it unclear whether Lord Steyne has come to appraise a painting or the preadolescent Becky. But when too low a price is set for a portrait of the girl's dead mother, it is Becky who pipes up, more than doubling the figure.

"And if I give you that," Lord Steyne says in an insinuating voice, "will you be glad to see it go?"

"No," the young girl replies, "but it will be too much to refuse."

This calculation between love and money is one Becky faces again and again over the course of the film, and for a while it seems she may manage to have both. As a young woman, she parlays her position in the household of the coarse Sir Pitt Crawley (Bob Hoskins, who plays his part with vulgar glee) into a marriage to his handsome son Rawdon (James Purefoy). Dressed frequently in scarlet, Becky is a much-needed transfusion of new blood into this tired, anemic clan, and we happily root for her ascent up the social ladder.

As she ably demonstrated in Alexander Payne's Election, Witherspoon knows how to play an ambitious young woman on the make. She is also surrounded by the very cream of English acting aristocracy: not only Atkins, Byrne and Hoskins, but also the invaluable Jim Broadbent, who is both cunning and obtuse as Captain Osborne's conniving father. Only later, when Becky badly miscalculates where her true happiness lies and drives another devil's bargain with Lord Steyne, does Witherspoon seem unequal to what has by now become a tragedy. Nair, too, fumbles in the latter stages, collapsing what must be several hundreds pages worth of plot into a few rushed scenes.

Happily, both Becky and Nair rebound by the film's conclusion. Unlike the novel, the film is set in India-Thackeray's birthplace, as it happens, and another class-bound society where, Nair implies, the colorful Becky may yet find her true place.