Period pieces. Love them or hate them, they'll always be classic, they'll always be here, and they're not for everybody. "Vanity Fair" is odd because, while it's a bit more modern than most, it still manages to ring with familiarity. It's well-made, and has terrific acting, I'll give it that-- but "Vanity Fair" struggles mostly because it's tough to really love. After all, "Pride and Prejudice" is much more famous. Becky Sharp (Reese Witherspoon) comes from the tragic past of a poor family, but as she grows up, she is determined to throw her background behind her and climb the social ladder, all the way to the top. She's a mountaineer, a character quips. Becky starts with humble beginnings, winning a job as a governess for the aristocratic Crawley family. She charms everyone, and catches the eye of the handsome son, Rawden (James Purefoy), and they secretly get married. But Becky's dreams of being at the top of the social pyramid begins to wane quickly. "Vanity Fair" has the visual feel of the sumptuous "Girl with a Pearl Earring", but it's a little more light and flavorful in tone. The mood of the lighting shifts along with the weather and contrasts with the emotion of each scene. It's so beautiful to look at, that's we're instantly reminded why period pieces are still popular. The thing that sticks out in "Vanity Fair" though, is its characters. You know when you watch other films in the same vein and mean characters slip in and out of scenes like snakes but manage to steal them anyway? The film revolves around those secondary characters, and thanks to this aspect as well vas the visual style, it makes the flaws just a little bit prettier. And you still can't help but watch with utter fascination as these characters eloquently insult and deceive one-another. It's one thing to have a film filled with, let's say, not nice people, but when they can get away with it and still look good, it's rather impressive. But the luminosity of everything is just surface level. "Vanity Fair" is overlong, and is so full of characters (though many are great fun to watch) that it's hard to keep track of their purpose to keep the plot moving. The story never totally connects together, and while the art presented here is certainly delectable, it instantly gives the film the label as a style over substance film. You can tell especially that when Becky is social climber and the film's only reason why she does it is because she was poor. While much of everything here is flawed, Witherspoon's performance is very good and by no means is she badly cast here. Mira Nair does an excellent job of creating the world of "Vanity Fair", but she fails to make a thoroughly entertaining film. Movies are a world in which it's important to feel involved, but it never occurs here. We can sit here and look at all of the gorgeous color and atmosphere, but the film's too long for that. The ending of the film is explosive, but everything moves around with not much energy. "Vanity Fair" is a beautifully made adaptation, but not too much more. There's so much going on at once that it bogs the film down much more than it truly deserves.