The film was nominated for "Golden Lion" Award in 2004 Venice Film Festival.
In 1802 England, Becky Sharp (Reese Witherspoon), the orphaned daughter of an impoverished painter, has just finished her studies at Miss Pinkerton's School for Girls and has been offered a position as governess to the daughters of Sir Pitt Crawley (Bob Hoskins). Before she begins her position she travels to London with her close friend Amelia Sedley (Romola Garai) to stay with the Sedley family. While there she begins a campaign to charm Amelia's awkward and overweight brother "Jos" Sedley (Tony Maudsley), a wealthy trader living in India. Jos grows very smitten with Becky and comes close to proposing marriage to her, but is dissuaded by Amelia's snobbish fiance George Osbourne (Jonathan Rhys Meyers), who reminds him of Becky's low birth and poverty.
Having failed in her efforts to find a rich husband, Becky travels to take up her post. She is horrified by the dilapidated house and her lecherous new employer Sir Pitt, but applies herself diligently to teaching his two young daughters and improving the house in preparation for the visit of Sir Pitt's half-sister Miss Crawley (Eileen Atkins). Accompanying her is Sir Pitt's youngest son, Rawdon Crawley (James Purefoy), a roguish army captain, who immediately takes a fancy to Becky. Becky manages to ingratiate herself to the crotchety Miss Crawley, so much so that she invites Becky to come and live with her as a companion in London.
Meanwhile, Amelia's prospective father-in-law, Mr. Osborne (Jim Broadbent), is trying to arrange a more advantageous marriage for his son George. When George refuses to countenance marrying his father's candidate, Mr. Osborne calls in the debts which Mr. Sedley owes to him, bankrupting the family and obliging George to break the engagement to Amelia. Amelia, now living in squalor with her family, remains hopeful that George will come for her, deluding herself when she receives the gift of a piano from George's loyal friend Dobbin (Rhys Ifans) into thinking that it is from George himself.
Becky seduces Rawdon Crawley and the two marry secretly, though they are soon exposed to Miss Crawley, who expels Becky from her house in anger and disinherits Rawdon. George Osbourne marries Amelia in rebellion against his father, and is soon after deployed with Dobbin and Rawdon to Belgium as part of the Duke of Wellington's army, because Napoleon has escaped Elba and invaded France. Becky and Amelia decide to accompany their husbands. The newly-wedded Osborne has already grown tired of Amelia, and he begins to make romantic assignations to Becky. The lavish ball the group are attending is interrupted by an announcement that Napoleon has attacked, and the army will march in three hours. Before he leaves, Rawdon gives Becky all the money he's won at cards and the next day Becky tries to flee the city. However, when she sees Amelia in the fleeing mob, she leaves her carriage to take Amelia back to Brussels, where they wait out the battle.
In the ensuing Battle of Waterloo, George is killed and Rawdon survives. Amelia bears him a posthumous son, who is also named George. Mr. Osborne refuses to acknowledge his grandson. So Amelia returns to live in genteel poverty with her parents. Now-Major William Dobbin, who is young George's godfather, begins to express his love for the widowed Amelia by small kindnesses. Amelia is too much in love with George's memory to return Dobbin's affections. Saddened, he transfers to an army post in India. Meanwhile, Becky also has a son, also named after his father.
Several years pass. Rawdon has been passed over for inheritance by both his aunt and father, and the couple are seeking deep into debt. Amelia herself struggles to raise her son and reluctantly gives him up to be raised by his grandfather Mr. Osborne, because of the fine education and lifestyle he can provide. When bailiffs arrive to repossess the Crawley's household furniture, Becky is saved by her neighbor Lord Steyne (Gabriel Byrne), a man she remembers from the past as a keen buyer of her father's paintings. Lord Steyne becomes her patron, giving her money and introducing her into the exclusive world of London high society.
On the night of her triumphant presentation to the King of England, George IV, Becky receives word that Rawdon has been arrested and thrown into debtors' prison. Lord Steyne insists that she spend the night with him in return for all the services he has rendered her, and Rawdon, after being bailed out by his sister-in-law, walks in on Steyne forcing himself upon Becky. He throws Steyne out and realizes that Becky has been taking money for months in secret without sharing with him. He leaves Becky and entrusts the care of his son to his older brother, the new Sir Pitt (Douglas Hodge) and his wife.
Twelve years later, Becky is working as a card dealer at a casino in Baden-Baden, Germany. It is revealed that Rawdon died from malaria soon after leaving Becky, when he was posted to a tropical island under the malign influence of Lord Steyne. By chance Becky encounters the now grown son of Amelia, George Jr., who invites her to meet his mother for tea. Mr. Osborne finally accepted Amelia at the end of his life and left her and George Jr. a large inheritance. Becky confronts Amelia over her obsession with the late George, showing her a love note given to her many years earlier by him. She urges Amelia to love Dobbin, who has remained her loyal friend for many years. Although at first angered, Amelia realizes her mistake and declares her love to Dobbin.
Alone again in the casino, Becky meets Jos Sedley, who has come to Germany after being informed by Amelia that Becky was there. He invites her to come and live in India with him, and she delightedly accepts. The two depart to make a new life for themselves.Reese Witherspoon as Rebecca "Becky" Sharp Crawley
Angelica Mandy as a young Becky Sharp
Romola Garai as Amelia Sedley Osborne
Sophie Hunter as Maria Osborne
James Purefoy as Colonel Rawdon Crawley
Jonathan Rhys-Meyers as Captain George Henry Osborne
Rhys Ifans as Major William Dobbin
Eileen Atkins as Miss Matilda Crawley
Geraldine McEwan as the Countess of Southdown
Gabriel Byrne as the Marquess of Steyne
Bob Hoskins as Sir Pitt Crawley the Elder
Douglas Hodge as Sir Pitt Crawley the Younger
Natasha Little as Lady Jane Sheepshanks Crawley
John Woodvine as Lord Bareacres
Barbara Leigh-Hunt as Lady Bareacres
Nicholas Jones as Lord Darlington
Sian Thomas as Lady Darlington
Trevor Cooper as General Tufto
Kelly Hunter as the Marchioness of Steyne
Camilla Rutherford as Lady Gaunt
Alexandra Staden as Lady George
Jim Broadbent as Mr. Osborne
Tony Maudsley as Joseph "Jos" Sedley
John Franklyn-Robbins as Mr. John Sedley
Deborah Findlay as Mrs. Mary Sedley
Daniel Hay as little George "Georgy" Osborne the Younger
Tom Sturridge as a young George "Georgy" Osborne the Younger
Kathryn Drysdale as Rhoda Swartz
Kate Fleetwood as Miss Pinkerton
Richard McCabe as The King
Gledis Cinque as an older Celia Crawley
William Melling as the young Rawdy Crawley
Robert Pattinson as an older Sir Rawdon "Rawdy" Crawley the Younger (deleted scenes)
The film adaptation of Vanity Fair had been in development for over 10 years, with writers Matthew Faulk and Mark Skeet working on the screenplay. Mira Nair became attached to the project in 2002 and scrapped most of the initial screenplay. She brought Julian Fellowes in to rewrite the film; he agreed with her that the character of Becky Sharp should be made more sympathetic than in the novel. The ending was also changed, with Becky journeying to India with Joseph Sedley. The film had a budget of $23 million and originally was supposed to be in pre-production for 18 weeks. However, Reese Witherspoon became pregnant so it was necessary to speed up both pre-production and filming. Vanity Fair was shot in Bath, Kent, the Chatham Dockyard, and at Stanway House in Gloucester.
Critics gave the film mixed reviews. Metacritic reported the film had an average score of 53 out of 100, based on 41 reviews. Rotten Tomatoes gives the film with a 51% rating.
Stephen Hunter of The Washington Post gave a positive review, calling the movie "Mira Nair's fine movie version of the 1848 book, in all its glory and scope and wit." In the Charlotte Observer, Lawrence Toppman commented that "The filmmakers have wisely retained the main structure of the book" and that "The cast is uniformly good, even when dealing with sudden mood changes forced by the screenwriters' need to move forward." Meanwhile, Lisa Schwarzbaum, in her review in Entertainment Weekly, rated the film a B-, and added that "The dismaying switcheroo in director Mira Nair’s adaptation ... that Botoxes Thackeray’s riotous, unruly masterpiece, is that this "Vanity Fair" is, indeed, genteel and inoffensive. In fact, it borders on perky – a duller, safer tonal choice for the story of a conniving go-getter whose fall is as precipitous as her rise."
Mira Nair, the director of the film, searched for good Indian musicians to compose a song for the album, and finally selected the trio Shankar-Ehsaan-Loy at the last minute. She showed them a rough footage of the situation she wanted them to compose for, which was the last few sequences of the film. The trio used tabla and several other Indian musical instruments for the song, without any synth, to give it an ethnic feel. The song was sung by Shankar, accompanied by Richa Sharma and Jerry McCulley of Celtic Instruments described the song as "a sprightly duet", while SoundtrackNet said the "aforementioned upbeat vocal number Gori Re" is enjoyable in its own way for one who enjoys Indian musical styles.