No major nineteenth-century novel—unless you count Dracula—has been filmed as often as Thackeray’s Vanity Fair. There have been five versions since sound came in, the first released in 1932, the latest just now, and yet the book consistently eludes filmmakers. Not one of them catches its essence, which has less to do with the plot or the characters than with the author/ narrator’s voice. The novel has frequently been seen as the model for Gone with the Wind (no one believes Margaret Mitchell’s claim that she never read it), but although there are obvious similarities, the two books are utterly unalike in intention and result. Gone with the Wind is feverishly romantic, despite its famously anti-romantic heroine; it’s a passionate celebration of the Old South, soaked in nostalgia and regret—it’s a novel with a fierce private agenda. Vanity Fair is the most anti-romantic of nineteenth-century novels, and its famously anti-romantic heroine is the real thing. Nobody sweeps Becky Sharp up the stairs, à la Clark Gable, and crushes her into submission (and orgasm), and she wouldn’t be interested if somebody did. Becky is interested in money and social status, not love, although she’s casually fond of Rawdon Crawley, her husband, and “was always perfectly good-humored and kind to him.” Indeed, “If he had but a little more brains, I might make something of him.”

Scarlett has Tara and the O’Haras and the myth of the Old South; her society is collapsing, but she knows where she belongs in it. Becky has no family, and her background is the opposite of respectable, her father an alcoholic artist, her mother a French opera dancer. In fact, she has no social standing at all except whatever she can manufacture for herself. But she’s clever, and ambitious, and as unanchored morally as socially—and when she fails to snare a rich husband, her only way upward is that of an adventuress, as the cynical and observant Aunt Crawley quickly perceives. Scarlett O’Hara learns the hard way—through war and devastation and the loss of Rhett Butler—but she learns. There’s nothing for Becky Sharp to learn—she’s known it all from the beginning; she’s had to, to survive.

Although Becky is only one element of Thackeray’s novel, it’s the shape of her career and the ambiguities of her nature that first grip you. The alternate heroine—pretty, cosseted, foolish Amelia Sedley—is only interesting in regard to what happens to her; she herself is a shallow nonentity: used by Becky, abused by her selfish, narcissistic husband, overvalued by her maddeningly loyal admirer Dobbin, overprotective as a mother, and eternally having “recourse to the waterworks,” as Thackeray unkindly points out. When she very occasionally flares up, you want to applaud. Throughout, she’s merely acted upon, whereas Becky steers her own course, rampaging through society and basking in her successes while vigorously rebounding from the disasters that overtake her, most of which she’s brought on herself.

Amelia is a nineteenth-century doll-heroine; Becky is an eighteenth-century picaresque hero, not a naive one like Tom Jones but a knowing one like Moll Flanders. Does Thackeray approve of her? Does he like her? He shows her lying and cheating, malicious and cruel, yet he clearly admires her buoyancy and her resourcefulness. And his narrator is always telling us how good-natured she is, however badly she may behave. He allows her to make her case: “‘It isn’t difficult to be a country gentleman’s wife,’ Rebecca thought. ‘I think I could be a good woman if I had five thousand a year.'” And the narrator comments, “And who knows but Rebecca was right in her speculations—and that it was only a question of money and fortune which made the difference between her and an honest woman?” Although Thackeray was criticized by the self-righteous for this passage, it’s much quoted in the film versions, since, even though it underlines Becky’s sardonic cast of mind, it amounts to an argument in her favor.

But Becky’s story, and Amelia’s, are only two of the major elements of Thackeray’s novel. The third—and to Thackeray the crucial one—is its unblinking vision of the great world of English society, in other words, of “Vanity Fair.” In her recent brilliant critical biography, Thackeray: A Writer’s Life, Catherine Peters puts it this way:

The mixture of motives in the human mind, and the stratagems that men and women adopted to get their own way in the world, were his themes. He said of Vanity Fair that his aim had been to show a society of people “living without God in the world.”1

And she quotes a letter in which he describes to a friend his excitement when he suddenly thought up his title: “I jumped out of bed, and ran three times round my room, uttering as I went, ‘Vanity Fair,’ ‘Vanity Fair,’ ‘Vanity Fair.'” To a readership familiar with John Bunyan’s Pilgrim’s Progress, the most influential and widely read book in English after the King James Version, the concept of “Vanity Fair” was a completely familiar one and acted as an immediate signal of the book’s intentions.


Certain great novels lend themselves easily to being filmed, even if the results aren’t necessarily satisfying. Some have been made more than once: Anna Karenina, Madame Bovary. You can see why—each has a strong story line and, even more important for Hollywood, the kind of tragic leading role that movie divas appreciate. (Garbo, remember, made Anna Karenina twice, once as a silent, once in sound.) Dickens, too, lends himself to film—each book projects a particular atmosphere that is transferable to the screen as well as being filled with filmable quaint characters. The movie that David O. Selznick put together from David Copperfield—George Cukor directing, W.C. Fields as Mr. Micawber, Basil Rathbone as Mr. Murdstone, Freddie Bartholomew as the young David—is still completely satisfying. David Lean’s versions of Great Expectations and Oliver Twist are also very successful.

But Vanity Fair is a different kind of book. As John Carey wrote in his excellent Thackeray: Prodigal Genius,2 Thackeray’s “most trenchant writing comes when he shows selfishness, allied to want and the souring power of time, gathering like poison in the soul.” So mordant a vision of the human condition isn’t exactly comfortable material for a Hollywood movie. And there’s nothing quaint about it. Nor is Becky Sharp a diva role; she’s a greedy, manipulative, unscrupulous piece of work whose life-trajectory peters out undramatically. That is not a Hollywood story, yet Hollywood has told it three times and, unsurprisingly, each time as a vehicle for a star. Whereas the two BBC versions, which don’t depend on a star, take the Masterpiece Theatre route: they’re large-scale and multicharactered, with lots of period detail—essentially, they’re Napoleonic-period sagas—with Becky front and center but by no means the whole story.

The strangest by far of the Hollywood versions, made in the early Thirties, features Myrna Loy, before MGM had figured out what to do with her in movies like The Thin Man. They loaned her out to the poverty-row Allied studio where, according to her autobiography, the movie was made in about ten days, and looks it. Bizarrely, it’s set in the late Twenties (that’s the nineteen-twenties), and Loy swaggers around in scoop-back evening gowns, supported by the veteran actor Conway Tearle as Rawdon Crawley. (Tearle was fifty-four at the time, and looks older—this was desperation casting.) No other actor of the slightest consequence is involved, the entire Amelia–George–Dobbin story is barely hinted at, and nothing much happens until Becky gets caught in a compromising situation with Lord Steyne, upon which she’s immediately reduced to disgrace and penury. The whole thing lasts not much longer than an hour, and that’s too long. Don’t be surprised if you’ve never heard of this throwaway—no one else has, either.

Three years later, in 1935, Miriam Hopkins (so brilliant in Lubitsch’s Trouble in Paradise) grabbed the role and took it for a real ride. This time the movie is forthrightly called Becky Sharp, and it’s famous for being the first three-strip Technicolor film. When it was restored some years ago, it was ravishing to look at even if its palette was almost exaggeratedly vibrant. But even in its washed-out version, one could see how fascinating Hopkins was and how effectively it was directed by the brilliant if erratic Rouben Mamoulian, whose films include the Frederic March Dr. Jekyll and Mr. Hyde, the Maurice Chevalier–Jeanette MacDonald Love Me Tonight, and Garbo’s Queen Christina, and who went on to direct Oklahoma! on Broadway as well as Oscar Hammerstein’s Carmen Jones, based on Bizet’s opera. “Operatic” is an apt word for Mamoulian’s ripe directorial style—David Thomson, in his Biographical Dictionary of Film, remarks approvingly on how Mamoulian’s films “rustle with sound and shimmer with the movement of light on faces, color, and decoration. More than any other director—more than Lubitsch, even—he should be known for his touch.”

In Becky Sharp his touch manifests itself in the draconian decisions he makes about the script—ruthlessly jettisoning whole elements of the story, and then lingering voluptuously on certain dramatic moments. For instance, the famous Duchess of Richmond’s ball on the eve of Waterloo, when far-off cannon fire interrupts the festivities, becomes an extended seething spectacle of billowing cloaks, charging horses, blaring bugles. Then, as the delirium dies down, Becky remarks, “They’ll be dying for their country. Well, I’m dying for my breakfast.” None of this is in the novel, but it’s cinema—and altogether true to Thackeray’s Becky.


As for Hopkins, she’s wild with energy and opportunism—voracious, sexy, and satirical; here’s a Becky Sharp who’s really sharp. The Amelia story barely exists. Neither heroine becomes a mother. There are lines like “My love for you is the only real thing in my life,” and Becky really is crazy about Rawdon, planting passionate kisses on him at every possible opportunity, so that the punishment for her sins is that she loses him—like Scarlett with Rhett. (Gone with the Wind, note, wasn’t published until a year later.) Miriam Hopkins, with her bobbing curls and gleaming teeth and unappeasable avidity, is hard to take at times, but her Becky is alive—a cheat, a liar, but gay and gallant. It’s a valid approach, even if it isn’t Thackeray’s.

In fact, the closest representation of the novel’s surface is to be found in the recent (1998) BBC five-hour version. It’s telling that its DVD package names no actors, not even Natasha Little, who plays Becky (and very ably). This is a careful and respectful reconstruction, superbly cast—there are no false notes. Is it Thackeray? No, because it doesn’t comment on the action, it just lets it unroll. But it’s relatively true to the situations and the characters, and it’s fun to watch—a definite improvement on a four-hour 1967 version, in which Susan Hampshire does a no more than respectable job as Becky. (She was a lot righter as The Forsyte Saga’s Fleur.)

And now we come to Reese Witherspoon, and the revisionist version the born-in-India (like Thackeray) filmmaker Mira Nair has concocted for her. Myrna Loy was a star in the making when she played Becky; Miriam Hopkins was already a second-tier star. But Witherspoon is at the top of the heap, apparently commanding $15 million a movie after her smash hits Legally Blonde, its sequel, and Sweet Home Alabama. Which means that she isn’t being squeezed into Vanity Fair; it’s being molded to her. Nair’s revisionism is most blatant in her perverse deployment in the film of Bollywood elements, including a sexy Nautch dance put on for the Prince Regent at the mansion of Lord Steyne, who takes up Becky and introduces her to high society. She also transports us to India itself, although the book never travels beyond Germany. But Nair’s most grating liberties involve the ending, as Becky and her early conquest, Joseph Sedley, Amelia’s preposterous brother, sway atop an elephant while the locals grin and wave. This happy ending runs completely counter to Thackeray’s intentions. He allows Becky to survive in relative (and unexotic) comfort, but makes it clear that there are no happy endings, for anybody. Life just doesn’t allow them.

It’s particularly disconcerting that Nair’s ending gives us a jolly old Jos Sedley, since Vanity Fair the novel, as opposed to Vanity Fair the vehicle, concludes with Jos dead, possibly murdered by Becky. This is the most ambiguous event in Thackeray’s book. Two pages before the end, he shows us Joseph begging Dobbin to rescue him from Becky: “He would do anything; only he must have time: they mustn’t say anything to Mrs. Crawley:—she’d—she’d kill me if she knew it. You don’t know what a terrible woman she is.” Three months later Joseph is dead, leaving some money to Becky, and “the solicitor of the Insurance Company swore it was the blackest case that ever had come before him” and “talked of sending a commission to Aix to examine into the death.”

But Becky prevails, as usual, and the money is paid. If you read the novel in most available editions, that’s all you know. But if you read it with the illustrations Thackeray drew to accompany his text, you come upon a full-page picture captioned “Becky’s sec-ond appearance in the character of Clytemnestra.” (Years before, she’d given a terrifying impersonation of that avenging queen in a charade at Lord Steyne’s.) In the picture, which is reproduced at left, Becky—her hair hanging loose and lank, malevolence deforming her face, a knife clutched in her hand—is hiding behind a curtain, eavesdropping on Joseph’s appeal to Dobbin. This can’t be intended literally—it’s three months later, after all, that Jos dies—but if it isn’t telling us that Becky was a murderess, what is it telling us?

John Sutherland, in his thoughtful essay “Does Becky Kill Jos?,” after acting as prosecutor concludes that she’s innocent—at least of murder—on the grounds that while she may be “an adventuress who might well stoop to some well-paid adultery,” she’s a woman for whom murder is entirely out of character, a conclusion with which I agree.3 Perhaps the Clytemnestra drawing is there to illustrate Joseph’s feverish delusions; perhaps it’s there to tease and puzzle us, as Sutherland suggests. We can’t know. Yet we continue to feel that there must be a documentable truth here. Becky Sharp is so vivid a character that we forget she’s an invention, not a case history. Our knowledge of her can’t go beyond that of the man who invented her, and Thackeray himself, being questioned about her culpability, only smiled and responded, “I don’t know.”

Playing a possible murderess was never in the cards for the eternally adorable Reese Witherspoon. Indeed, every aspect of Becky Sharp’s nature is softened for her by Nair. Even her cold rejection of her only child, young Rawdy, is prettied up. In the movie, it’s Lord Steyne who sends him out of the drawing room; in the novel, his mother “struck him violently a couple of blows on the ear,” and “after this incident, [her] dislike increased to hatred.” The Legally Blonde girl hating her child? You must be thinking of Joan Crawford. In fact, Witherspoon’s Becky does nothing really nasty—an indiscretion or two, of course, a touch of greed, but all because she’s had such a hard time. We’re even given an opening scene showing her as a child cleverly managing her drunken father’s affairs and winning our sympathy by being sentimental over the sale of a portrait of her dead mother.

As for Becky giving up her chance to flee Brussels when it appears that Napoleon has prevailed at Waterloo, so that she can watch over helpless, pregnant Amelia, this is pure invention—Margaret Mitchell’s invention (think Scarlett and Melanie). And Rawdon? On the eve of battle, he tells Becky, “If you should wake to find me dead, you must be sure of this—that you are a woman who has been truly loved.” Has he been watching daytime soaps? Imagine the skeptical Thackeray tuning in on dialogue like this!

So Witherspoon is presented as a saucy, racy, piquant redhead, who triumphs over adversity through her courage, charm, and generosity. She’s barely raffish, let alone tawdry (Thackeray’s illustrations make it clear just how debased Becky becomes). But though it’s a wrong-minded performance, it isn’t a bad one. She’s a good mimic, and in the one scene in which Thackeray shows Becky committing a truly generous act—bringing Amelia and Dobbin together—she’s convincing. Witherspoon could have made something of Vanity Fair if Nair had reinvented the novel the way the makers of Clueless reinvented Emma. Instead, she exploited it.

Perhaps the most insidious flaw in the movie lies in its pretensions to feminism. Witherspoon is quoted in a recent interview in Vanity Fair (Graydon Carter’s, not Thackeray’s) as saying, “I saw Becky as a kind of early feminist—wanting more. Attributes like ambition or desire were perceived as wicked then; now they’re not.” And Nair adds, “She got her comeuppance; they put her in her place, made her stand in the corner and face the wall. I have no time for that.” But star and director have got it backward. Thackeray gives us a complicated, compromised character, a tough woman who goes wrong yet prevails and whom he can admire despite her profound moral failings. That was a startling approach for mid-nineteenth-century England. Nair and Witherspoon give us the traditional Hollywood tale of a basically decent, life-loving woman whom life has wronged and who is granted a traditional Hollywood happy ending. Their Becky has to be essentially innocent to be rewarded. Who’s the real feminist here?

This Issue

November 18, 2004