Vanity Fair marks a new direction for actress Reese Witherspoon. Sure, we've had this cute, delightful actress warm our hearts with her infectious charm (see Legally Blond), and we've even seen her play less likable characters (her over-achieving Tracy Flick in Election is my favorite of her performances), but here, she's trying something well beyond her comfort zone and the result is not always so comfortable.

Vanity Fair is based on the novel by William Makepeace Thackeray and takes place in 19th century London. The film features Witherspoon as Becky Sharp, a poor young commoner with great aspirations. Rather than sitting around sulking and living with the hand she's been dealt, she opts to use her smarts, manipulative nature and carnal comeliness to better her lot in life, no matter what the cost. In the end, her methods yield just as much damage as reward.

Witherspoon does an admirable job here, although there are a couple of moments that she greatly overplays - including one in which she professes her love to seemingly deaf ears. Overall though, she's quite luminous and slips effortlessly into this adult fare. And no matter how conniving she appears at the surface, it's hard to dislike her.

But Witherspoon is hardly the star. This is an ensemble. The rest of the cast is populated by an onslaught of veterans including an effective Jim Broadbent, an amusing Bob Hoskins and a wonderfully feisty Eileen Atkins (This older actress has nerves of steal. You will all marvel at her bathtub scene-it will become that which legends are made of).

Rhys Ifans pops up in an uncharacteristic role. Usually, he's the comic relief character (think Notting Hill), but here, he puts forth a strong dramatic effort as Dobbin, a man so in love, that he aches constantly, and we always see that pain on his face. Gabriel Byrne is perfect as the wealthy Lord Steyne, a man who we come to love and hate with equal passion.

James Purefoy is terrific as the honorable Rawdon Crawley. While he is certainly the type of man one could see as the ultimate player, he gives it all up once he becomes smitten with Becky.

Vanity Fair was directed with visual gusto by Mia Nair (Monsoon Wedding). This film is much bigger in scope than I anticipated, and I certainly loved the look of the picture. Unfortunately, I had major issues with the pacing. It's not that it was overly long, but it certainly feels like it.

Of course part of the pacing issues are the fault of Vanity Fair's various screenwriters (Julian Fellowes, Matthew Faulk, and Mark Skeet). There is certainly much in this picture to admire. I liked Becky's story, but the films insistence upon less-focused and less interesting subplots, tackles any momentum that the film might have built.

The worst of this, is a story of unrequited love that involves (Romola Garai) as Becky's insipid and clueless friend Amelia. Her performance was uninspired and just not on par with the rest of the cast and it hurt the film. I had no problem with the fact that she was more attracted to the arrogant George Osborne (played by Jonathan Rhys-Meyers) than the well intentioned Dobbin, because quite often woman (and men) are attracted to those who exhibit more of a dangerous side. Still it was mostly tepid business and sadly the filmmakers beat it into the ground.

Even as long as it takes for these characters to figure out things that we, the audience, already know, I still felt as if something was missing. I couldn't figure out why the hell Dobbin was so taken aback by Amelia. I know we can't always help who we fall in love with, but I didn't feel a connection. And the fashion in which their entire subplot is resolved in a matter of two minutes rendered the whole scenario ridiculous and cheated the film. There was nothing genuine about it.

Vanity Fair is literate. It's smartly written in terms of the way these characters talk and carry themselves, but I found some of the more dramatic moments in the picture stilted and flat and the plot left a bit to be desired. In it's attempt to be deep but not too deep, and light hearted but not too light hearted, the film often shoots itself in the foot.

I'm a huge fan of Age of Innocence. That film had real tragedy and relationships that felt genuine. I also adore Dangerous Liaisons, a mean spirited opus that has a swagger about it, but isn't without heart. Vanity Fair has elements of both of these terrific films but because the overall tenor of the film never really gels, it never quite comes alive in the same way.

I have a great attention span. I'm certainly not the kind of guy who needs an explosion in his movie every two seconds to find it enjoyable. But I do need to be engaged in some way, and Vanity Fair only engaged me about half of the time. It's too bad because this film has all the right elements (particularly an up-to-the-challenge Witherspoon), they just never fully come together. This is a decent effort, but it really should have been stronger.