Reese Witherspoon played sassy fashionistas of the most current stripe in ''Sweet Home Alabama'' and ''Legally Blonde.'' India-born Mira Nair directed 2002's ''Monsoon Wedding,'' about the arranged marriage of a very modern New Delhi woman. So you might not expect the two to take on an adaptation of William Makepeace Thackeray's 19th-century ''Vanity Fair,'' which follows Becky Sharp (Witherspoon) as she schemes her way to the top of London society during the Napoleonic Wars.
Witherspoon says the film's not as mannered as you might think: ''The greatest sell Mira had for me was she was using her own heritage and cultural influences to reinterpret what we consider the British period movie.'' Asserts Nair: ''It's not in any sense a museum piece. It's very vivid, not frozen in any way.''
In fact, there was movement everywhere -- particularly outward: Witherspoon became pregnant with her second child before the three-month shoot. Nair was thrilled. She'd jokingly asked Witherspoon's husband, Ryan Phillippe, to help Reese add some era-appropriate curves. ''I said, '[I hate] this bloody anorexic Los Angeles look,''' Nair recalls. ''I said, 'Knock her up, I want some flesh! I want some breasts, I want some fullness, darlin'!' And I got my wish.''
To handle the, er, bump in the production schedule, Becky's impending motherhood was written into extra scenes, and Witherspoon spent some carefully choreographed time behind rugs and furniture. But Nair had also dreamed up a Bollywood-style dance for Becky to perform and hated to lose the number. ''They brought me all these half tops,'' says Witherspoon, who shot the scene five months pregnant. ''I was like, I just don't think that's going to cut it. So half the strategizing was how to cover my stomach. It's insane -- you cannot tell I'm pregnant.'' As for her character, Witherspoon didn't play Miss Sharp particularly old-school. ''She's really a woman born at the wrong time. She's a revolutionary feminist and believes in using her femininity to her advantage.'' And if she were alive today? ''Oh gosh, I'm going to try not to be cynical,'' Witherspoon says. ''She'd probably be running a small country.''
WHAT'S AT STAKE Audiences prefer Witherspoon pretty in pink, not period (''The Importance of Being Earnest'' tanked), so will they flock to see her in this Georgian-era ''Fair''?