The film adaptation of Vanity Fair had been in development for over 10 years, with writers Matthew Faulk and Mark Skeet working on the screenplay. Mira Nair became attached to the project in 2002 and scrapped most of the initial screenplay. She brought Julian Fellowes in to rewrite the film; he agreed with her that the character of Becky Sharp should be made more sympathetic than in the novel. The ending was also changed, with Becky journeying to India with Joseph Sedley. The film had a budget of $23 million and originally was supposed to be in pre-production for 18 weeks. However, Reese Witherspoon became pregnant so it was necessary to speed up both pre-production and filming. Vanity Fair was shot in Bath, Kent, the Chatham Dockyard, and at Stanway House in Gloucestershire.
