This page was created on September 13, 2004
This page was last updated on September 13, 2004

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ABOUT BECKY

Ah! Vanitas Vanitatum! [Vanity of Vanities!] Which of us is happy in this world? Which of us has his desire? Or, having it, is satisfied?
-- William Makepeace Thackeray, in his novel Vanity Fair

With these words, William Makepeace Thackeray closes Vanity Fair, and it was these lines that in particular inspired director Mira Nair. She states, "The reasons I wanted to make Vanity Fair are Thackeray's essential, and in my view spiritual, questions - which of us has dreams, and when we achieve them, are happy? What is contentment? What is aspiration? What is the vanity of life? In his novel, Thackeray created a cinema verit?f its day. It was completely accurate concerning what was happening and had happened in England, yet the questions are timeless. The extraordinarily rich characters have resonance for all of us today, and I think Becky is literature's greatest female character."

The director brings her own interpretation to the classic material. Her Indian childhood complements Thackeray's own (as the Englishman had spent his early childhood in Calcutta). This fortuitous connection is at once creative and highly personal, and the new film version meditates on how much of domestic imperial England was informed by the cultures across the sea.

Producer Janette Day first began striving to make a feature version of the novel a decade ago. She notes, "I've always felt that this was the period film I would like to make; there's nothing prim about it, and Becky Sharp is very much a modern heroine stuck in the wrong time, in a lavish mad world where she is feisty and difficult and different. The influence of the character is far-reaching and enduring."

For screenwriters and associate producers Matthew Faulk and Mark Skeet, adapting Vanity Fair "is a dream come true and in fact a privilege. The rich and comic array of characters that Thackeray provides is a screenwriter's dream. This is a novel about us all."

Screenwriter Julian Fellowes states, "In Becky Sharp, Thackeray has created a genuinely archetypal heroine, who remains vivid and fresh and relevant for any period or age group."

Vanity Fair is the first major adaptation of the author's work since Stanley Kubrick's 1975 feature Barry Lyndon. Faulk and Skeet admit, "Reducing a 900-page novel to a movie script was the main challenge. But by concentrating on the adventures

of the wonderful Becky Sharp, it became possible. It was a long journey from inception of the project to the final result, but if we make this great novel more familiar to the world, it will be worth every second."

Day developed the picture while at Granada Film and continued nurturing it once she became an independent producer. Similarly, Donna Gigliotti, who had been working with Day on the project since 1999 while president of production at USA Films (where she had worked with Nair on Monsoon Wedding), set up her own production company, Tempesta Films, and stood by the project. She notes, "Becky Sharp is one of literature's great female characters. She recognizes that there is a better life out there, but the conventions of the time don't allow people to move across social classes. Still, she figures out a way to do it. What is so moving is that, ultimately, having achieved what it is she so desperately wants, Becky discovers that there's a certain emptiness to it."

In the spring of 2002, plans for the film coalesced at the newly formed Focus Features, where director Nair, whose Monsoon Wedding was finishing up a successful run worldwide, agreed to make and finance the film. Day notes, "Vanity Fair had to be huge and lavish and funny and moving in terms of characters and storylines all having to interconnect and it had to have a real truth and humanity to it. If you watch Monsoon Wedding, Mira did all that, and you cared about every character."

Gigliotti adds, "Mira is a great filmmaker with real humanity that is deeply appealing. Her understanding of her own origins and how she's layered that into the film is spectacular."

James Purefoy, cast as the romantic lead Rawdon Crawley, comments, "Mira's background as an Indian director, attentive to the Indian culture that was coming into England in the early part of the 19th century, sets the tone."

Nair's frequent collaborator, Lydia Dean Pilcher, rounds out the female trifecta of producers on the film. Pilcher smiles, "This is the sixth film that Mira and I have worked on together. Working with Mira is a life experience, because she brings so much passion and humanity to her vision. In the process of making films, we immerse ourselves in whatever the culture and subject matter are, live it a little bit, and then bring it all in front of the camera. Mira looks for collaborators who can create a synergy with her vision. She's the fearless leader charging up the hill, and she wants a team who can keep up with her.

Fellowes, an Academy Award winner for his Gosford Park screenplay, signed on to collaborate with Nair for the first time. He reflects, "The challenge of any adaptation is knowing what to leave out and this is doubly so when working on a novel both as long and as loved as Vanity Fair. You want to feel that the key moments have all survived but, at the same time, that you are making the story new for a modern audience."

Pilcher adds, "Mira likes to have creative energy around her, from people who want to really collaborate. When that happens and you can sustain it and keep working together, you can further that energy." Sure enough, a number of other previous colleagues joined Nair on the new movie: director of Photography Declan Quinn, editor Allyson C. Johnson, sound mixer Drew Kunin, and composer Mychael Danna, among others.

Fellowes enthuses, "I absolutely loved working with Mira, whom I found to be as creative as any director I can remember. She always gives notes that stimulate, instead of flattening, a writer's ideas. Like Robert Altman, she has an extraordinary visual imagination."

Despite the filmmakers' considerable commitment to the material, the film would not have been made without the charismatic leading lady who could bring to life one of the most well-known female characters in English literature. Following in the footsteps of Myrna Loy and Miriam Hopkins some seven decades prior, Reese Witherspoon came aboard and the new movie finally had a confirmed start date. "With the casting of Reese, this picture came together," states Gigliotti. Day adds, "Reese and Mira had been looking for something to do together, and Vanity Fair was the perfect match."

Witherspoon confirms, "I was so excited when I got the call from Mira that she wanted me to do this film with her. We had met a couple of years ago because I was a big fan of her work and were discussing other projects. We got to talking, and we discovered we have similar sensibilities about women, among other things. I thought she had such an amazing take on this material, wanting to explore the roots of Indian culture in English society. She has this way of explaining things and making them come alive."

Becky Sharp is not always a likable character. The late Alistair Cooke once described her as "poor, but pretentious...genteel, but on the make."

Witherspoon offers, "In my opinion, Becky Sharp is an early feminist. She is really a very modern character. She'd been deprived of parents and has no place to go in the world - yet she still manages to succeed. Every success she has in her life is based on her own merit, which is a modern idea for a period story.

"I think she absolutely has a heart, even in an environment where people care very little about other people, a society of buying and selling people. You can buy your way into society and then fall from grace because you lose money. In a world that's so hard to negotiate, she does a fantastic job of managing. She figures out how to negotiate her way through society."

Faulk and Skeet comment, "We root for Becky because she speaks for all outsiders, denied their proper place in society through accident of birth. She is

one of the great survivors - her resilience and never-say-die attitude are what make her so attractive."

Fellowes adds, "Reese has that marvelous quality in an actress of being able to play several emotions at once. Her Becky Sharp is always interesting, always intelligent, always complicated. On one level, she is ambitious and practical and hard-headed, and yet we never doubt that her heart is also involved in the process somewhere."

Nair states, "Reese was extraordinarily engaged and committed, as am I to her. She really wanted to play Becky. She certainly has the kind of wit and intelligence, the guile, the enticing quality, and the fantastic quality that makes movie stars. You cannot help but love her. She has that appeal which I had to have for Becky because I didn't want to see a movie where you hate the person - and it's easy to dislike Becky because she can be so manipulative and scheming. So there has to be this irresistibility to the actress in order that the audience is with us for the rise and fall of Becky. This is also Reese in a way she hasn't been seen yet - sensual, womanly. It's a lovely journey Reese and I have been on."

Bob Hoskins plays the wily Sir Pitt Crawley, whom he describes as "not a bad old stick, actually." He adds, "I've never found Becky Sharp hard to like. She's a survivor who uses her head and marries rich. She couldn't have a career at that time, could she? So she's got to get herself a husband. If she were my daughter, I would be very proud of her!"

Academy Award winner Jim Broadbent, who plays the obstinate Mr. Osborne, also admires Becky Sharp: "She is a classic minx who has entered into the national consciousness as the epitome of that particular type of self-seeking attractive girl. She's a very modern character who knows exactly how to manipulate men and manipulate society - and now you would include manipulate the media."

Faulk and Skeet report, "We were so delighted to hear that Reese Witherspoon had been cast. She is a superb actress - and she even bears an uncanny resemblance to the Becky that Thackeray, a gifted draughtsman, drew for his own excellent illustrations."

In support of the film's lead would be several dozen speaking roles. The casting call in and around the U.K. was entrusted to the best in the business, Mary Selway. (The finished film carries a dedication to Ms. Selway; it was one of the late casting director's final projects.)

When contacted, many of the actors were drawn to the picture by the chance to work with Nair. Pilcher, speaking from over a decade of experience, states,

"Actors love Mira because she understands the craft and the creation of a character, and because she exudes so much energy and passion.

Gabriel Byrne, cast as the society kingpin Marquess of Steyne, comments, "I've worked with some great directors, and I would say that Mira Nair, in terms of directing actors, is one of the best. I've loved her movies, and she was somebody that I'd always wanted to work with. She was once an actor and is a bit of a perfectionist, in the sense that she's always urging me to try different things, so that's good. Mira is also one of the few directors I've ever worked with who tells the extras what's happening. She realizes that there's not a corner of the frame that's not important, and that all the details contribute to the whole. Not only is she supremely technically competent, but when it comes to the little minor details and the tiny moments where drama is created, she's hyper-aware of those - a look, a pause, a quickening of rhythm, an overlap."

Pilcher adds, "Mira's style is, everybody is equally important. It's a democratic set, and she wants everybody to be in the know. Creatively, that makes a difference."

Rhys Ifans, cast as the stalwart Dobbin, says Nair "lets you be, and then she sidles up after a take and gives you practical factory-floor notes that improve your performance, as opposed to affable psychological mishmash that you can't use. She's very straight-talking and practical, and it's great watching her work with every actor - from the extras to Reese Witherspoon, everyone gets the same attention and everyone's appreciated equally. Mira is brilliant. She's a horse whisperer!"

"She does whisper," confirms Hoskins. "She's very precise on every single detail, and she comes up [on the set] and whispers, 'Would you - ' and it's something I wouldn't have thought of..."

Nair herself appreciated the duality of the characters that she encouraged the actors to create. She muses, "One of the great themes of the story, which I love, is the sham-and-fa?e element. These people have so many faces, and they show one - where there is so much behind it. But we all sort of play this, in our own journeys.

"I see the center of the film as the great love story between Rawdon Crawley and Becky Sharp. In James Purefoy, we found the actor who could best embody the role of Rawdon - the swagger and the dashing quality of a soldier who loves war, and is later undone by love. He plays Rawdon with wonderful humor and dash. James has an extraordinary onscreen presence, and I haven't seen him in roles that have done him justice - until this one. He's a movie star."

Julian Fellowes concurs, noting, "I had employed James years earlier, to be the dashing hero of my BBC adaptation of The Prince and the Pauper, so it was

especially nice to see him maturing into a real-life movie star - which he is now, judging by his performance in Vanity Fair."

Purefoy sees his character as "a bright diamond - at the beginning of the film. As the story unfolds, he loses his sheen. He has a tremendous joie de vivre and a very good heart, but he becomes a little lost because is he in love with, and marries, a woman who is a rapaciously ambitious social climber. He doesn't realize how addicted to that mode of living she is - but he's never been poor, whereas she has. When he finally discovers that his soulmate has badly betrayed him, it breaks his heart."

The other key relationship for Becky Sharp is her friendship with Amelia Sedley, which begins in childhood. Nair was so keen to work with Romola Garai that she cast the actress without even auditioning her, on the strength of Garai's performance in the U.K. miniseries Daniel Deronda. Garai, in turn, jumped at the chance to work with a female director.

Nair confides, "I just phoned her up and cast her unseen. She had seen my work, and Romola and I met for the first time on set - but our versions of the character of Amelia were already very much in synch. Thackeray sometimes describes Amelia as a simpering fool, whereas we felt that although she is maybe too devoted to George Osborne and is definitely lost in love, she also has a lot of sass, zeal and fire in her. She's not just a simple foil to Becky. Romola is luscious and intelligent, but has no vanity about her, and her style of acting is fantastic - very natural, very real, and very much based on a foundation of truth."

Romola Garai comments, "These two best friends have opposite character trajectories. Becky Sharp is an ambitious character who can be deceitful, difficult, and willful - as well as warm and passionate. Amelia is much more traditionally gentle, and she's heavily influenced by other people. She takes life's knocks a lot harder and tends not to fight back. It's only towards the end that she begins to find some steel in herself. Major changes occur in her life that are wonderful for an actor to explore.

"Directors from other countries seem to be able to most accurately depict England, and Mira is the perfect director for this material. She pushes you as a performer, and she also never makes you feel afraid to try things."

Jonathan Rhys Meyers, cast as Amelia's beloved George Osborne, sees his character as "quite shallow. There's a little bit of sexual tension between him and Becky. He does not have many endearing qualities and is very much the cad of the piece - and possibly one of its great tragedies, because he marries Amelia out of pure stubbornness and to fight his father.

"I loved this story - it shows how all of us are flawed - and I really wanted to work with Mira Nair and the other actors. George is the bastard of the piece, yet Mira treated me like a son."

Nair remarks, "Jonathan was my first and only choice for George, firstly because of his extraordinary beauty and also because, although he is really the most adorable fellow, he can exude vanity and arrogance with the blink of his eyelid. He plays the role with great magnetism."

The part of the Marquess of Steyne called for a different kind of magnetism. Gabriel Byrne notes, "Steyne is a man who has lived a very opulent and privileged life. He's had everything that money and privilege can buy, except the one thing that he yearns for the most - love. He sees in Becky a vitality and a spirit that he has lacked in his own existence. She is something else, the spirit of freedom and vivacity that he longs for. He's a man who's realized that money, wealth, power, and social position don't really bring happiness. I think that what's inferred by Thackeray and our script is, what makes people happy is love."

Nair says, "Who doesn't like to look at Gabriel Byrne! He's compelling to watch, and mysterious. He specifically brought something to the role that I think Thackeray did not intend but which I love; the quest for a soul. It's very easy to play the superficial, unfeeling aristocrat, but it's much more difficult and interesting to play somebody who has everything except that which he loves and lusts for: a desire to be loved, and a desire to love. Steyne has it all, but nothing gives him any sense of life until Becky comes along."

For his role, Jim Broadbent offers empathy and sympathy: "Osborne is a blinkered man who's put all his money and his time and energy into making money. He has no sympathy for anyone who is poor, and is a selfish, rather unpleasant man. But he loves his son George desperately - it's the only light in his life. His stories spring from that central relationship. Mira wanted to bring out the vulnerability of his character - his weakness as well as his obstinate strength, which is more obvious.

"I'd seen Monsoon Wedding, and thought it was wonderful. I'd have done whatever part for the chance to work with Mira. She loves humanity and is great with actors; she knows how we work, and what works for us."

For Nair, "It was a dream to work with Jim. I've loved his acting - it has such great humility, huge range, and complete versatility. There's no one way in which to approach a character, and working with Jim has been like fine-tuning an extraordinary instrument. Every character is multifaceted, and Jim plays Osborne as somebody who's not only curmudgeonly and obsessed with class and pretension, but also as somebody who's besotted with the beauty and spirit of his son. Jim can play both, and it's so deeply human."

Cast as the story's most selfless character, Welsh actor Rhys Ifans exults, "It was nice to play moral fiber for a change! It was fun to do my first period film - it's something different for me."

Nair was drawn to Ifans because he has "an enormous amount of dignity. It's been wonderful to cast him against type, since he often plays the comic foil who takes his clothes off; in this, he's as constricted as possible! Dobbin is so much the soul of Vanity Fair, and Rhys perfectly embodies that. Besides, it was lovely to have three people with the same name in our movie..."

One of whom, Jonathan Rhys Meyers, laughs, "It did get a little bit confusing when Reese, myself, and Rhys Ifans were all in the same scene. So we resorted to calling each other by our stage names...We all had a great time. Rhys and Reese were easy to work with. Reese hasn't become such a success in Hollywood for no reason; you can see it when you're working with her."

Witherspoon confides, "It was great to work with a female director and female producers!"

Romola Garai says, "I was very impressed with Reese; to explore an extremely demanding and complex character hundreds of miles away from home, and in a foreign accent, is amazing."

Playing nearly all of his scenes opposite Witherspoon, James Purefoy enthuses, "She's extraordinary - professional to a T, but with no boundaries. She's prepared for every scene, and is concerned with getting it right. She doesn't behave like a 'movie star'; there's no airs with her."

Gabriel Byrne, also playing opposite Witherspoon throughout, comments, "Reese's resilience, dedication, and focus are remarkable. She has a wonderful spirit. Hers was a complex and demanding role, and she was a gentle and generous actor to work with."

Another of the men playing opposite her offers perhaps the highest praise. Bob Hoskins recounts, "I'd never met her; I first saw her in-character and I thought she was English. Then she came over and started talking to me - and she's an American! I thought, 'God, who is this woman? She's really good!'"

STYLE AND SENSIBILITY

A contemporary filmmaker who excels at blending the traditional with the modern, Mira Nair brings her own colorful and exuberant visual style and sensibility to Vanity Fair, as an Indian woman applying a fresh perspective to early 19th-century England.

Having previously collaborated on multiple features with director of photography Declan Quinn and editor Allyson C. Johnson, Nair also brought over an established style.

Lydia Dean Pilcher notes, "There's an incredible landscape in England to take advantage of. Mira is a connoisseur of photography and painting, and has a definite vision aesthetically; she is looking for images that can pull her aesthetic forward. Declan has a deep soul, and together they're creating these images that come from the heart."

Quinn reports, "I listened to Mira's point of view on the story and on how she wants to approach the film - as a very English story, told by somebody looking from the outside into this society. As an Irish-American, I was also an outsider so there are different viewpoints of the same story and the same characters; Mira consults with everyone.

"A lot of times when we're working together, Mira will have a central photographic image in her head about how the scene should look stylistically. That's a starting point, and if I can get into her mindset at that level, I can help to fill the scene out in terms of how it should be covered in a strong individual style. On Vanity Fair, it's not stylized that it draws attention to itself. In supporting Mira's vision, I hope we have created an enjoyable feast for the eyes - of textures, light, and colors - which does not overtake the story or the characters."

Nair adds, "One thing I didn't want to do was a stately period drama. Ours is a very fluid camera, and we did a lot of the scenes in one-take master shots. Because we were using Super 35, there was a greater elegance to it. In many period films, there are corpses sitting at tables and eating stiffly, whereas in this film there are children who laugh and run, there are things that smell...That all your senses be engaged when you see my films - that's what's important to me."

It was important to Thackeray as well, as Matthew Faulk and Mark Skeet note: "What a world Thackeray creates! Vivid colors, smells, sights and sounds."

Jonathan Rhys Meyers says, "Mira is seeing this world from the outside, in the same way Ang Lee did with America in The Ice Storm. But she's also incredibly optimistic, with a fantastic eye, and knows how to tell a story, as you've seen in her earlier films. She knows people and she appreciates them - flaws and all."

James Purefoy reflects, "I'm not sure that I've ever worked with somebody who is this precise about what she wants to see in the frame. Mira is an intensely visual director; she brings a rigorous look to what's in the frame and is very attentive to it. There are lots of Indian motifs in the film - wallpaper, cultural references, furniture, fabrics and so on. It was fascinating to see what she picked out and highlighted."

Production designer Maria Djurkovic adds that Nair's influence certainly informed the design of the film: "There's a particular sort of energy that comes with Mira's approach which I think we all successfully tapped into - doing something that's not at all like a traditional period movie in terms of the look or the feel."

Djurkovic, also inspired by the colonial influence of the era, notes that "the film spans the first quarter of the 19th century, a time when Britain had colonies all over the world. Influences and references that existed in Regency England often came from the colonies - Indian, North African, Chinese. Brighton Pavilion was built then. Reflecting the colors and the vibrancy of all of those influences was something that we felt was very important to convey.

"We used an energetic range of colors that are true to the period, not made-up. There are a lot of Oriental influences, in textiles and papers, and even in the choice of locations themselves. It's a mixture of everything - Chinese gongs, Moroccan lanterns and Indian fabrics that we've had shipped over. Everything's in there - it was great fun."

"On the set," remembers Bob Hoskins, "we would walk into a room and it would be like a painting - extraordinary."

The strong color palette also inspired costume designer Beatrix Pasztor. "It was as if we were telepathic; her work and my work were very compatible," says Djurkovic of their approach to the colors.

Pasztor says that "the influence of India is evident throughout the film with the use of different fabrics and textures. We used these very strong Indian colors all the way through, including purples, oranges and patterns, while also mixing in the muted English style."

Romola Garai enjoyed playing scenes in the environment created around her: "Every day on the set, I was so glad that everyone was so creatively ambitious with the look of the film. I think when you look at that period, it was an extravagant one because of Britain's position in the world at that time. There was a lot of money floating around, and people were creative in the way that they dressed."

Jonathan Rhys Meyers notes, "It was a great era for men. They were allowed to be dandified. I loved my [character's] uniform..."

Make-up and hair designer Jenny Shircore confides, "It was Mira's enthusiasm that encouraged me to do this film. The bigger, bolder, brighter aspects of this film comes from her; if you've seen her other films, you'll note how she you pushes in that direction, where I was very happy to go. We've stretched the period, played with it, and enjoyed it. You can't ever lose sight of where you're

coming from and the particular rules laid down by the period, but we have taken the most interesting aspects of 1800 to 1830 and made use of them."

Pasztor also adhered to the period while still exploring creative possibilities: "Thackeray described costumes very well, and in detail, in the novel, so I tried to build costumes from his guidelines while introducing new textures. The silhouettes and shapes were of the era, and we used wonderful ruffled seams that are all handmade. By hand, stitching and gathering on pieces of fabric, we have created beautiful decorations on the costumes.

"We also looked at art books and paintings. Mira is an artist herself. We didn't limit ourselves. Because I'm Hungarian, there was also a little bit of the Hungarian influence...Jenny Shircore is brilliant; she creates incredible sculptures out of hair, higher and higher, wilder and wilder - and so then I just said, 'Why cover it?' So Becky only wears small hats. Men always wear them in period films, but we put in only a few..."

Janette Day appreciated Pasztor's approach to the film's style: "Where there would be gray, in this film there is green. She has tried to keep within the parameters of what people would look like but always has a different edge to it. She also layered, with all sorts of materials."

Hoskins experienced firsthand Pasztor and Shircore's creativity: "Beatrix achieved this amazing layered look. I think she was paid by how much clothing she could put on you! I'd have about fifteen waistcoats on and she would put neckties on me, and I suddenly had no neck left. I began to look like I was sinking inside this closet! But I liked the flamboyance of it all. Although, the wigs Sir Pitt had to put on - it gets very hot under there...."

Nair remarks, "It's a little gag for this fabulous unpretentious rogue whom Bob plays so well. When Matilda comes to visit, Sir Pitt puts on the rough wig that he hasn't seen, or used, in months, and naturally it's askew."

Pasztor admits that "when actors came for fittings we would put one cravat, one waistcoat, and one coat on them, and they would think that this was the end of the fitting. However, I started layering the costumes - for the women it was scarf and dress, plus blouse - which I think makes the costumes and the characters richer. Most of the actors enjoyed the process as it helped them to define their characters. They put their own imagination into it."

Purefoy marvels, "The costumes were made specifically for us all; my costumes have very high collars which were cut to the line of my sideburns. Now that's tailoring for you! The way they highlighted various aspects of your body certainly made you behave differently as soon as you put the costumes on."

Rhys Ifans adds, "I'd never been so informed by a costume before. It makes you stand differently, it makes you speak differently - all very exciting. With people walking about, you're immediately transported to that time."

"Once you get the costume on, and the make-up on, there's only one way you can be," offers Jim Broadbent. "This becomes the only character you've got available!"

Gabriel Byrne states, "It's the only film I've ever worked on where the grips have come up and said, 'Those costumes are nice, aren't they?' That's pretty rare...I've seen movies where the costumes swamp the story and it becomes a moving costume spectacle. But what's really great about what Beatrix does is that she dresses each character as opposed to each actor. Even the material on the extras' costumes is absolutely fascinating. There was so much ingenuity and originality from her department."

Purefoy adds, "Beatrix did something that I'd never seen anybody do with a period film, which is to ramp up the costumes and make them much more theatrical. This is something the theatre has been doing for years, but it's taken a while I think for the movies, especially English period movies, to latch onto. You can do something which has been accentuated and stylized and yet stay within the period, and I think that - coupled with Mira's passionate take on the material - makes this movie different from any other period movie."

THIS ENGLAND

Apart from a brief location shoot in India, Vanity Fair was filmed in the U.K. for eleven weeks in the spring and summer of 2003, all around Southern England and briefly at Elstree Studios.

The early Crawley family sequences were filmed at Stanway House, near Cheltenham. Mira Nair remembers, "It was the first location Declan Quinn and I saw for the film, and we fell in love with it instantly. We had scenes designed, and rewritten, to reflect the location and the different rooms. It has extraordinary genuine art and fantastic chinoiserie beds that were completely part and parcel with my own sensibility for making the movie come alive."

Quinn says, "Mira and I went into a store in Bath that sold etchings and books of paintings. We saw how Great Pulteney Street [the locus point of Bath] was a big influence."

The main London exteriors were filmed in Bath, which has some of the best-preserved Regency architecture in the country. There, the Holburne Museum doubled as Steyne's mansion, Beauford Square became the Osborne residence, and, most importantly, Great Pulteney Street represented London's Curzon Street.

Maria Djurkovic recalls, "We were hugely ambitious at Bath, shooting right down Great Pulteney and seeing three hundred and sixty degrees [in any direction from all angles]. Doing that in any modern town is a challenge, as it involves closing roads and covering surfaces, taking away signs, painting windows and doors, bringing in all the horses and carriages and so on."

Period street lamps were installed by the production on Great Pulteney. Bath and North East Somerset Council was so pleased that the lamps were retained after filming, though wired to modern illumination. Some 350 Bath locals were employed as extras during the week of filming there, and the money spent in Bath was a welcome boost to the local economy.

Quinn states, "We were very lucky in Bath, because there was a very large street at Great Pulteney which was in almost pristine condition. Once some gravel and dirt were put on the road, it was the 1800s. We could create big, rich, vistas without modern buildings getting in the way."

Day explains, "When Becky arrives on Curzon Street to live with Matilda Crawley, her carriage heads towards the largest mansion on the street. Much to Becky's frustration, they drive on past and stop at one of the Georgian houses. She can see the mansion from her window, and that informs the whole movie - it's where she's heading, where she wants to be. It was worth the enormous work we had to put into setting up the scenes in Bath - two months' preparation - in order to establish the heart of the story, in that one shot."

The production filmed at a number of other stately homes, including Ditchley Park in Oxfordshire (the interior of the Crawley house), Wrotham Park in Hertfordshire (the interior of the Gaunt House), West Wycombe Park in Buckinghamshire (the interior of the Sedley House), and Luton Hoo in Bedfordshire (were several interiors were filmed).

Cast and crew were also delighted to have the opportunity to work in Hampton Court Palace, which stood in for Hyde Park and some of the exteriors of Brussels. The Brussels countryside and the aftermath of the Battle of Waterloo were filmed at Hatfield House.

The Indian picnic scenes were shot on the grounds of Chiswick House in West London, while the interior of the Curzon Street house was shot at Fitzroy Square in Central London.

BOOK AND BEYOND

William Makepeace Thackeray's novel Vanity Fair - written in serialized form in 1847 and 1848 - is often cited as the most intelligent and amusing critique of early 19th-century society.

Bob Hoskins reflects, "I'd read the book as a kid, and then when the film came about I reread it again, and it's an incredible read - a rip-roaring tale. Why does a book become a classic? It lasts because it's universal. There are certain brilliant books of their time that die with their time. This one has a lot to say about today. There's so much snobbery and pretension going on in any society - and this is what the story is all about."

Gabriel Byrne concurs, stating, "Not only is it a great read, in the sense that you were turning the pages to see what happened next, but it is also a novel that has a tremendous contemporary resonance. The times may be different, the characters may dress differently, but ultimately the foibles and the desires and yearnings of human beings do not change. What Thackeray was brilliant at was shining a light, sometimes a very critical light, on people as social animals, an examination of society based on wealth - or lack of it."

Mira Nair was in part attracted to the story because of its context in English history: "This was the time in English society when they first felt the flush of wealth from the colonies. This was the wealth that created the middle class which then aspired to the status of the aristocracy. That was the milieu of Thackeray's novel and now our movie."

James Purefoy adds, "It was an explosion of wealth that had not exactly come honorably. That was a fact of the time which we're dealing with...it's not something England can feel too proud of."

Reese Witherspoon comments, "As Americans, we have a different sense of world history, so I've learned a lot on this movie. The colonization of India brought up an entire class of people in Britain, making people very rich. The culture was manipulated in order for people to gain."

Julian Fellowes recounts, "One of the elements of the novel, which Mira was able to bring out better than anyone else could, was Thackeray's fascination with India and the burgeoning Empire. During the Regency era, the Empire was starting to grow into what it would be in Thackeray's own day, the Giant of the Globe. He found India particularly intriguing and mysterious, and he was able to suggest that the British were getting in over their heads - taking on cultures and values that they didn't understand - without ever being either preachy or plodding about it. This element of the book has been lost in past adaptations; Mira caught it, and used it to give the film glamour."

Garai adds, "At the time, because of the East India Company, Britain was hugely caught up with India. Trade between the two countries brought England its vast amount of wealth. Mira has extracted that element and heightened it to bring color, life, and vibrancy."

Lydia Dean Pilcher says, "The English had started to immerse themselves in different cultures and bring them back home from the colonies. I think Mira was attracted to the English culture that she lived close to in India and was interested in peeling back the layers and bringing her perspective to it. Audiences will be able to experience our period story a little bit differently than in other movies."

Donna Gigliotti notes, "There's a big scene in the book where the King has come to dinner at Steyne's house, and after dinner they play a game of charades and Becky is at the center of it. In our version, they do a slave dance. This is very much a Mira Nair touch - Indian music, costume and dance - and it's pretty spectacular."

Once on the set, Lydia Dean Pilcher recalls, "Mira stood in the middle of the tent, amidst all these extras and this large cascade of dancers, and explained the entire sequence to everyone at once."

The costumes were brought in from India, as was Bombay-based Bollywood choreographer Farah Khan (reteaming with Nair after Monsoon Wedding). She reports, "It's a Moroccan slave dance - come-hither, seductive, sensual, and sexy. It's not Bollywood; it's softer, not so much in-your-face. Steyne wants to shock the lords and ladies, and it's very daring for that period.

"Reese Witherspoon was fabulous -- she learned the entire dance in an hour, and she looks great while she's doing it! I knew what Mira wanted; she and I are on the same wavelength, and our origins are the same."

Byrne adds, "Mira's non-English - Indian - and passionately held perspective helps to illuminate this material in a highly original way. She brings a different critical apparatus and sense of culture to it - and, at the same time, a reverence for what Thackeray actually wrote."

The cast and filmmakers of Vanity Fair were concerned with not only reverence but also relevance. The narrative is not only of the past, but also of the moment.

Gigliotti states, "The character of Becky Sharp is incredibly contemporary. You can look at Madonna and see Becky Sharp - a girl who sets out with the goal of moving up in society. That's certainly contemporary. In the 1800s, there was a huge influx of new money into England, which is one of the things that allows Becky to move up through society. This is comparable to the 1990s, when people were making huge sums of money. There were Internet millionaires springing up. There's a huge change that happens within society when the old order gets pushed aside and new money comes in. That changed the world that these people are living in, just as it changed ours."

Janette Day muses, "If she were around now, Becky would be running a company or be in government, and nobody would think twice about the way she is. She is just someone who does what she needs to do to survive."

Rhys Ifans feels that Thackeray was "not writing about an aristocracy, but rather an embryonic bourgeoisie. There was an emerging class and emerging affluence. The people who were involved in businesses in the Raj would today be people who are involved in computer technology. There are so many parallels to our time."

Jonathan Rhys Meyers points to the material's depiction of "the social hubbub of fashion, new inventions, and a city growing at an enormous rate. Soldiers like Rawdon, Dobbin, and George and young women like Becky and Amelia were the 'it' people of their time. Go to St. Tropez today and it is Vanity Fair. Young people are pushed so hard towards that."

Romola Garai adds, "I hope audiences are drawn to sympathize with the characters, even though they are flawed...and that they will see their shortcomings and their failings yet recognize them and appreciate them for what they are, which is human beings, while at the same time understanding why they want what they want."

Gabriel Byrne concludes, "Fashions change, architecture changes, but what impels human beings to love and to live doesn't really change. Technologically, we may have advanced beyond our wildest expectations but we're still the same sexual and social animals we've always been. What Thackeray did brilliantly was to hold up a mirror to who we are as people, not just to the society that he was writing about then. What makes the story classic and contemporary is that he was writing in a truthful and really profound way about the universality of human emotion and human longing, within a social context that will never change."

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