HOLLYWOOD - In a town full of distinctive faces, Reese Witherspoon's stands out. Her pouty lips, saucy angularity and her contemporary sensibility are so singularly "Reese" that disappearing into a character - especially the 19th-century sort - can be a bit tough.
Director Mira Nair, who hired the actress to play the calculating, corseted Becky Sharp in her film version of William Makepeace Thackeray's Vanity Fair, was taken with her portrayal of the super-perky class president candidate in 1999's Election, for which the National Society of Film Critics voted her best actress. Witherspoon's persona - which propelled Legally Blonde to the top of the charts two years later and made Sweet Home Alabama a hit in 2002 - always factors in the equation, she says.
"Before this film, her first portrait of a full-blown woman, Reese was a cute, pesky sort," Nair said. "But there's a certain degree of steel in that peskiness that's appropriate for Becky. She has the guile and minx-like quality Thackeray describes ... 'Beauty with the mind of a fox,' is how we describe it in the film."
In 1998's Pleasantville, a younger Witherspoon still displayed that steely side, playing someone jaded and cynical who discovers innocence and humanity. "Reese hearkens back to a tradition of classic leading ladies such as Carole Lombard and Rosalind Russell who can hold the center of an intelligent comedy," said Pleasantville director Gary Ross. "It's rare that someone has that kind of control. Nothing is an accident with Reese. Acting since she was a teen, a wife and mother at an early age, she's also done a lot of living. I've never seen Reese as an ingenue - she's too forceful for that."
There is a sort of essential "Reeseness" that colors any character Witherspoon plays, forcing a director to meld the reality with the fiction. In Vanity Fair, Witherspoon portrays the daughter of a French chorus girl and a penniless artist who schemes her way up the social ladder. The movie opens this week. Because "sass and fire" weren't encouraged in English women, Nair said, Witherspoon's contemporary American quality worked to her advantage.
"Reese is as fearless as I am - not cocky, but quietly sure," Nair said. "Because Reese is also appealing ... it gave me license to keep the character complicated. If the audience finds her abrasive, you risk losing them."
A onetime pre-med student at Stanford University, the 28-year-old actress both inhabits a character and has perspective on it and the movie as a whole, according to Ross. Though she has a wide range, humor is her strong suit, he says. But, then, intelligence has always been the mark of great comic actors, from Chaplin to Jack Lemmon.
Witherspoon called Nair in January 2002 to discuss possible projects. When the director got the go-ahead to shoot Vanity Fair - her favorite book - Witherspoon was her choice for the lead. ("I try to avoid the obvious whenever possible," she said.) If some view the role as a major stretch, the actress begs to differ. Despite her contemporary aura, she says, she shares a lot with the Thackeray character.
"I grew up a modern woman, with lots of opportunity and education," Witherspoon said on the phone from Memphis, where she's co-starring with Joaquin Phoenix in James Mangold's Walk the Line, the story of country music legend Johnny Cash. "But I'm also a Southern girl who grew up with manners - and I'm old-fashioned in many ways. One of the attractions of the part was that Becky isn't one-dimensional. Like everyone else in Mira's film, she has lots of different layers."
Many of the external layers were provided by designer Beatrix Pasztor (The Fisher King, Even Cowgirls Get the Blues), who created 20 costumes for Witherspoon.
Complicating matters, Witherspoon was in her second trimester of a pregnancy during which she put on 42 pounds. When she and her actor-husband Ryan Phillippe discovered that a second child was on the way, the shoot was moved ahead. Nair calls little Deacon "the boy inside Becky Sharp."
"I was growing ... in all the wrong ways," the actress recalled. "And Beatrix's job was to disguise my pregnancy. ... She employed darker tones and optical illusions to make my stomach flatter. It was a blessing that the movie was set in the Regency period, with all those empire waistlines."
Pasztor used light-colored inner panels and darker cutaway jackets to create a slimmer silhouette. She played up the actress' burgeoning chest, however, opting for plunging necklines when appropriate.
"Reese has a very pretty face and upper part," she said. "Cleavage helped her develop her character - and I think she rather enjoyed it."
Witherspoon, who made her feature film debut in 1991's The Man in the Moon, says she's prudish about overt sexuality. Even exposed midriffs make her uncomfortable, she concedes. But she trusted her director.
"Mira is the first director who said she wanted me to gain weight and have bigger bosoms," the actress said. "She's very into feminine sensuality and I was happy to go there with her."
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