I've often wondered if long-dead English authors ever roll in their graves when Hollywood takes a whack?often literally?at one of their masterpieces.

It's not that Vanity Fair, a film based on William Makepeace Thackeray's classic novel, is akin to literature shredded to pieces?not exactly?but when your leading lady's peek-a-boo bosom is more heavily made-up than her face, that's an issue. And if this tale of a vicious nineteenth-century social climber was once biting satire, it's now "costume drama" at its purest: a bunch of big kids running around on Halloween.

Vanity Fair is the story of Becky Sharp (Reese Witherspoon), a feisty Victorian vamp with a one-track mind set on reaching the next rung on the social ladder. She starts by clinging to her better-off best friend Amelia (Romola Garai) and trying to woo her wealthy but gluttonous brother Joseph (Tony Maudesley). When that doesn't work?thanks to Amelia's crude and rude fiancé George Osborne (John Rhys-Meyers)?she squirms her way into the family of a disheveled Sir Pitt Crawley (Bob Hoskins). After marrying Pitt's son, Rawdon (James Purefoy), and moving to London, things presumably get interesting, since the social peaks are much harder to summit.

You might think the rest of the story would detail the usual trials and tribulations designed to bring Becky up, send her crashing down, and finally reveal her for the femme fatale she really is. But no, that would be too easy. This is the great Mira Nair, after all, director of Monsoon Wedding. She's got to make sure she covers all the bases in the 900-page novel in a movie that's a little over two hours long. Right.

So good luck keeping track of the bajillion other characters that come bursting in just when Becky's story is getting interesting. Result: Becky's story never gets interesting. She goes up, she goes down, someone cries, someone dies, she sings silly songs, lalala, and pretty soon we don't care. It all plays out like a bad episode of "Days of Our Lives" on Lifetime, complete with bad weight loss commercials and only a little less face-slapping.

One credit to Nair is the spectacular look of the movie. Coming from the very stylized Indian cinema, Nair has a real gift for composing color and elegance in each frame?so even when you're utterly confused about who's in love with who and why, there's always something real pretty to look at.

But as we all know, even English elegance can sometimes be drab. Maybe that's why Nair kept taking the film to India at completely random moments. These brief interludes sometimes look so intriguing you start to wish she would drop the whole boring English thing and go find a fun story in the Far East.

But in all this talk of wandering film crews, let's not forget the film's star. I appreciate the effort, Reese, but you? Sneaky bad girl? No. Even with that seductive, scheming smile Witherspoon passes off on the film's poster, she still looks sweet as a ditzy blond law school student with a poodle. Granted, her performance was as good as it could be, but she just didn't fit as well into Becky as she did into Elle in Legally Blond. At all those boring moments of melodrama, I half-expected her to rip off the Victorian garb, emerge in a pink Gucci getup?complete with matching purse?and lead the rest of the cast in a "bend and snap."

You won't find Calvin Klein here, but my, my, my, those boys look good in British uniforms. I'm thinking of James Purefoy, Becky's husband, in particular. Sure, his character had a gambling problem, but how can you scare off a guy this hot? And how about that name? Rawdon. Rawwwwrrr.

Less can be said for John Rhys-Meyers of Bend It Like Beckham fame, who in his starchy soldier's garb and pseudo-mohawk looks more like a toothpick than a male lead. He's better off kicking soccer balls, but at the very least he has the genuine English accent.

Speaking of which, there is something about films with such accents?usually set a hundred years ago in large houses stocked with parasols, lace curtains, and too much pointy furniture?that seems to presume a kind of holier-than-thou sophistication. It's as though everything in the movie is looking down at you in your old t-shirt, shamelessly dipping your fingers into a bucket of greasy popcorn. It's holding up a cup of fine china with a pinky sticking out, quipping ever so politely, "Oh, look! I am so refined! It's bloody marvelous!"

Vanity Fair may feel like an elegant tea party, complete with hors d'oeuvres and crystal chandeliers, but it's a party only two guests showed up to?out of pity?and the hostess is getting more than a little embarrassed. This film may linger long enough to pick up a costume award or two, but unlike Thackeray's book, it will probably fade from memory before it causes too much damage to his good name.

He can at least be thankful for that.