Elegant costumes, beautiful scenery, and piano playing in excess all add to the sights and sounds of Mira Nair's film 'Vanity Fair.' Her 2004 version is one of over ten tries to put William Makepeace Thackeray's novel onto the big screen. Most attempts failed miserably, lacking the magic of today's movies and failing to grasp the themes of the novel. Nair's version, with its visual and audible pleasures, has the potential to become one of the few successful attempts. With humble beginnings as a poor child with a starving artist as her father, Becky (Reese Witherspoon) was determined to overcome her circumstance. She managed to work her way into a governess position in a down-on-his-luck aristocrat. New opportunities arise, and she hastily abandons her post to become the companion to a wealthy woman known only as Miss Crawley (Eileen Atkins). Much to Miss Crawley's displeasure, Becky wastes no time in her quest to climb the social ladder and marries into the family. Becky's new husband, Crawley's nephew, is soon sent off to war. Returning after the battle of Waterloo, their marriage is rocky due to his gambling debts and her never-ending quest to raise her social status. Meeting a man who collected her late father's art, she uses his money and his influence to continue her rise in the social hierarchy, causing more distress to their marriage. Nair attempted to bring something new to the film, using her fantastic creative talents in the costuming and scenery. Her musical choices weren't overwhelming and accented the film rather than hiding behind its beautiful visual aspects. She tried to cover the expanse of the novel, but ending up making a summary of the story and leaving the characters bland and undeveloped. Nair intentionally portrays Becky as a victim of the social system, showing her as merely taking advantage of circumstantial events. This contradicts harshly with Thackeray's Becky, who is manipulative and cunning, turning circumstantial events into anything that will benefit her rise up the social ladder. This movie is beautifully made and had the potential to become something great, but Nair's overly eager attempt leaves it as nothing more than another mediocre film. Had she paid as much attention to the plot and the characters as she did to the audio and visual aspects, this would definitely be the best film of the year. But she didn't, so don't waste your seven dollars to see it in the theater. Wait for the video, or better yet, wait for that one Friday night when you are home alone and it comes on cable.