Vanity Fair
Vanity Fair 2004 poster.jpg
Theatrical release poster
Directed byMira Nair
Screenplay by
Based onVanity Fair
by William Makepeace Thackeray
Produced byJanette Day
CinematographyDeclan Quinn
Edited by
  • Allyson C. Johnson
  • Nishikesh Mehra
Music byMychael Danna
Distributed by
Release dates
  • September 1, 2004 (2004-09-01) (United States)
  • January 14, 2005 (2005-01-14) (United Kingdom)
Running time
141 minutes
  • United Kingdom
  • United States
Budget$23 million
Box office$19.4 million

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. The novel has been the subject of numerous television and film adaptations. Nair's version made notable changes in the development of main character Becky Sharp, played by Reese Witherspoon.

The film received several awards and nominations, including being nominated for the Golden Lion at the 2004 Venice Film Festival.


In 1802 UK, Becky Sharp, orphaned daughter of a poor painter, has finished her studies and offered to be governess to Sir Pitt Crawley's daughters. Before starting, she travels to London with her close friend Amelia Sedley and family. While there she begins a campaign to charm Amelia's awkward and overweight brother "Jos" Sedley, a wealthy trader living in India. Smitten with Becky, he almost proposes, but is dissuaded by Amelia's snobbish fiancé George Osborne, reminding him that Becky has no dowry.

Not finding a rich husband, Becky takes up her post. Horrified by the house and her employer Sir Pitt, she diligently teaches his daughters and prepares the house for his half-sister Miss Crawley. His youngest son, Rawdon Crawley, an army captain, comes with them and immediately fancies Becky. She manages to secure a post with ill-tempered Miss Crawley.

Meanwhile, Amelia's prospective father-in-law, Mr. Osborne, is trying to arrange a more advantageous marriage for his son George. When George refuses to consider her, Mr. Osborne bankrupts Mr. Sedley, forcing George to break his engagement to Amelia. She now lives in squalor with her family, but hopeful he will come for her, believing the gift of a piano from George's friend Dobbin is from George himself.

Rawdon Crawley and Becky marry secretly, but Miss Crawley soon finds out expelling her from her house and disinheriting Rawdon. 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. Becky and Amelia accompany their husbands. The newly-wedded Osborne tires of Amelia, and hits on Becky. The ball they are attending is interrupted by an announcement that Napoleon has attacked, and they must march in three hours. Before leaving, Rawdon gives Becky all he's won at cards. The next day, as she tries to flee the city, she sees Amelia in the mob and leaves her carriage to be with her in Brussels, waiting out the battle.

In the ensuing Battle of Waterloo, George is killed and Rawdon survives. Amelia bears his son, also named George. Mr. Osborne refuses to acknowledge his grandson, so Amelia returns to live in poverty with her parents. Now-Major William Dobbin, young George's godfather, continues to show his love for the widowed Amelia by small kindnesses. She is too in love with George's memory to return Dobbin's affections. Saddened, he transfers to an army post in India. Meanwhile, Becky's son is also named after his father.

Several years pass. Rawdon has been passed over for inheritance by both his aunt and father, and they are sinking deep into debt. Amelia struggles to raise her son and reluctantly gives him up to be raised by his grandfather Mr. Osborne, for a fine education and lifestyle. 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. He becomes her patron, giving her money and introducing her into London high society.

On the night of her triumphant presentation to King George IV, Becky receives word that Rawdon has been arrested and thrown into debtors' prison. Lord Steyne insists she spend the night with him in return for the services he has rendered her, and Rawdon, after being bailed out by his sister-in-law, walks in on Steyne forcing himself upon Becky. He throws him out, but realizes Becky has been taking money for months in secret without sharing with him. He leaves her, entrusting the care of their son to his older brother, the new Sir Pitt and his wife.

Twelve years later, Becky is a card dealer at a casino in Baden-Baden, Germany. Rawdon died from malaria soon after leaving her, while posted to a tropical island by Lord Steyne. She comes across Amelia's grown son George Jr., who invites her to tea with his mother. Mr. Osborne finally accepted Amelia, leaving her and George Jr. a large inheritance. Becky confronts Amelia over her obsession with the late George, showing her a love note from him to her many years earlier. She urges Amelia to love Dobbin, who has been loyal for many years. Although at first angered, Amelia realizes her mistake and declares her love to Dobbin.

Alone again in the casino, Becky meets Jos Sedley, who has come to Germany after Amelia told him Becky was there. He invites her to come and live in India with him, and she delightedly accepts. They depart to make a new life for themselves.



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. Mira Nair became attached to the project in 2002 and scrapped most of the initial 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.[4] The ending was also changed, with Becky journeying to India with Joseph Sedley. The film had a budget of $23 million and originally was supposed to be in pre-production for 18 weeks. However, Reese Witherspoon became pregnant so it was necessary to speed up both pre-production and filming. Vanity Fair was shot in Bath, Kent, the Chatham Dockyard,[5] and at Stanway House in Gloucestershire.[4]

Robert Pattinson initially had a small but important role as the grown up son of Becky Sharp. He later revealed that he discovered his scenes were cut during the premiere screening.


Critics gave the film mixed reviews. On review aggregator website Rotten Tomatoes, the film holds an approval rating of 51% based on 167 reviews, and an average rating of 5.8/10. The website's critical consensus reads, "A more likable Becky Sharp makes for a less interesting movie."[6] On Metacritic, the film has a weighted average score of 53 out of 100, based on 41 critics, indicating "mixed or average reviews".[7]

Stephen Hunter of The Washington Post gave a positive review, calling the movie "Mira Nair's fine movie version of the 1848 book, in all its glory and scope and wit."[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. She showed them a rough footage of the situation she wanted them to compose for, which was the last few sequences of the film. The trio used tabla and several other Indian musical instruments for the song, without any synth, to give it an ethnic feel.[11] The song was sung by Shankar, accompanied by Richa Sharma and Jerry McCulley of Celtic Instruments described the song as "a sprightly duet",[12] while SoundtrackNet said the "aforementioned upbeat vocal number Gori Re" is enjoyable in its own way for one who enjoys Indian musical styles.[13]

Track # Song Artist(s) Music Duration
1 "She Walks in Beauty" Sissel Kyrkjebø Mychael Danna 1:59
2 "Exchange" Nicholas Dodd Mychael Danna 2:10
3 "Becky and Amelia Leave School" Nicholas Dodd Mychael Danna 1:26
4 "The Great Adventurer" Custer Larue Mychael Danna 2:05
5 "Becky Arrives at the Queen's Crawley" Nicholas Dodd Mychael Danna 1:43
6 "Andante" Nicholas Dodd Mychael Danna 1:08
7 "No Lights after Eleven" Nicholas Dodd Mychael Danna 2:48
8 "Adagio" Nicholas Dodd Mychael Danna 1:35
9 "I've Made up My Mind" Nicholas Dodd Mychael Danna 0:28
10 "Ride to London" Nicholas Dodd Mychael Danna 2:03
11 "Becky and Rawdon Kiss" Nicholas Dodd Mychael Danna 2:00
12 "Sir Pitt's Marriage Proposal" Nicholas Dodd Mychael Danna 1:38
13 "I Owe You Nothing" Nicholas Dodd Mychael Danna 1:14
14 "Piano for Amelia/Announcement of Battle" Nicholas Dodd Mychael Danna 3:11
15 "Time to Quit Brussels" Nicholas Dodd Mychael Danna 2:37
16 "Waterloo Battlefield" Nicholas Dodd Mychael Danna 1:28
17 "Amelia Refuses Dobbin/The Move to Mayfair" Nicholas Dodd Mychael Danna 2:03
18 "Now Sleeps the Crimson Petal" Custer Larue Mychael Danna 2:45
19 "Steyne the Pasha" Nicholas Dodd Mychael Danna 1:11
20 "El Salaam" Hakim Mychael Danna 1:33
21 "The Virtue Betrayed" Nicholas Dodd Mychael Danna 0:38
22 "Rawdon's End" Nicholas Dodd Mychael Danna 0:46
23 "Dobbin Leaves Amelia" Nicholas Dodd Mychael Danna 1:06
24 "Vanity's Conqueror" Nicholas Dodd Mychael Danna 1:13
25 "Gori Re (O Fair One)" Richa Sharma, Shankar Mahadevan Shankar–Ehsaan–Loy 4:26


Year Award Category Recipient Result
2004 Venice Film Festival Golden Lion Mira Nair Nominated
2005 Satellite Award Best Art Direction and Production Design Maria Djurkovic and Tatiana Macdonald Nominated
Best Costume Design Beatrix Aruna Pasztor Won
London Critics Circle Film Awards British Supporting Actress of the Year Eileen Atkins Nominated


  1. ^ Cook, Emma (January 14, 2005). "Hunter The Fox". London Evening Standard.
  2. ^ Vena, Jocelyn (April 18, 2011). "Robert Pattinson Says Playing Reese Witherspoon's Love Interest Was 'Bizarre'". MTV. Retrieved July 26, 2011.
  3. ^ Ryan, Mike (April 22, 2011). "Is Robert Pattinson on Team Jacob in Water for Elephants? (and 24 Other Urgent Questions)". Vanity Fair. Retrieved July 26, 2011.
  4. ^ a b Muir, John Kenneth (2006). Mercy in Her Eyes: The Films of Mira Nair. Applause. pp. 208–20. ISBN 978-1-55783-649-6.
  5. ^ Kent Film Office (August 31, 2004). "Kent Film Office Vanity Fair Film Focus".
  6. ^ "Vanity Fair (2004)". Rotten Tomatoes. Fandango Media. Retrieved March 13, 2018.
  7. ^ "Vanity Fair Reviews". Metacritic. CBS Interactive. Retrieved March 13, 2018.
  8. ^ Hunter, Stephen (September 1, 2004). "'Vanity Fair': The Empire, Richly Painted". The Washington Post. Retrieved May 27, 2010.
  9. ^ Movie: Vanity Fair[dead link]
  10. ^ Connor, Frank (September 1, 2004). "Movie Review: Vanity Fair". Entertainment Weekly.
  11. ^ "The Indian melody in Vanity Fair". Retrieved July 1, 2011.
  12. ^ McCulley, Jerry (August 31, 2004). "Vanity Fair soundtrack review". Celtic Instruments. Retrieved July 1, 2011.
  13. ^ Other reviews by Brian McVickar (September 15, 2004). "Vanity Fair Soundtrack". SoundtrackNet. Retrieved July 1, 2011.