Vanity Fair is a 2004 historical drama film directed by Mira Nair and adapted from William Makepeace Thackeray's 1848 novel of the same name.

Nair's version made notable changes in the development of the main character Becky Sharp, played by Reese Witherspoon.

While there she begins a campaign to charm Amelia's awkward and overweight brother "Jos" Sedley, a wealthy trader living in India.

George Osborne marries Amelia, rebelling against his father, and is soon after deployed with Dobbin and Rawdon to Belgium, as Napoleon escaped Elba and returned to France.

Now-Major William Dobbin, young George's godfather, continues to show his love for the widowed Amelia by small kindnesses.

Bailiffs arrive to repossess the Crawleys' furniture, but Becky is saved by their neighbor Lord Steyne, who she remembers from the past as a keen buyer of her father's paintings.

On the night of her triumphant presentation to King George IV, Becky receives word that Rawdon has been arrested and thrown into debtors' prison.

Becky confronts Amelia over her obsession with the late George, showing her a love note from him many years earlier.

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.

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.

"[8] 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.

"[9] 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.

"[10] 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.