IT'S NOT QUITE as bad as Demi Moore's Scarlet Letter, but this similar attempt to sex up a presumably too-stodgy-for-modern-audiences lit classic represents a serious miscalculation for director Mira Nair (Monsoon Wedding) and star Reese Witherspoon. In Vanity Fair, Witherspoon plays Becky Sharp, a penniless orphan who uses her beauty and infinite ambition to crash English high society in the early 19th century, though her fortunes rise and fall as precipitously as the nation's do during this tumultuous period of Napoleonic Wars. The original William Makepeace Thackeray novel is primarily social satire and indictment revolving around a heroine with the morals of a sociopath. In Nair and collaborators' Thackeray for Dummies treatment, however, Becky is plucky, loyal, saucy, witty (or so she thinks – the banter here seldom backs her up), kind, upright, sensuous, progressive-minded, and, oh yes, occasionally a tad misguided. Witherspoon's cleavage-based turn proves she's not a natural sexpot, while her usual strengths are seldom visible. But this Vanity Fair has much worse problems. Gaudy, heavy-handed, mawkish at odd junctures, and increasingly ridiculous as it grows more serious, the film is infused with Nair's galumphing reminders that this is a colonialist (dig those sitar sounds!), multiethnic (huh?), class-divided society. Yet it's not a stuffy one – why, isn't that Cirque du Soleil providing tribalist entertainment at a lawn party?! In another kitsch highlight, Becky and other scantily clad debs belly dance to a world-beat club track in a salon, with the king in attendance, no less. Good performances and production values are scattered about. But really, if you're going to make a travesty of the classics, why not go whole hog and hire Ken Russell? At least he has no delusions of sincerity. (Dennis Harvey)