Perky. Pouty. Period piece?

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 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,” she 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 is set for release by Focus Features on Sept. 1. 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.

Layers and texture

Witherspoon called Nair in January 2002 to discuss possible projects. When the director got the go-ahead to shoot “Vanity Fair” -- her favorite book -- Reese 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 costarring 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.

A newcomer to period pieces, Pasztor -- along with Nair -- determined that authenticity was just a starting point, and that liberties could be taken. The aim was to avoid creating a well-mannered, sedate “frock movie,” revealing the sham beneath the facade.

To suggest the plunder of the British colonies, the filmmakers incorporated colors and textures from Nair’s native India alongside the Puritanism of the Victorians. And because Becky was a trendsetter, the director encouraged the designer to go less traditional and more Jean Paul Gaultier -- using rope and feathers to help create a style for the financially strapped character.

To convey Becky’s strength in the early scenes when she arrives at school, Pasztor put her in a high-collared bluish wool jacket more suitable for a man. As her character rose on the social scale, the military line gave way to a freer look -- though ruffles were never part of the plan. Straight lines prevented the 5-foot-2 actress from being overwhelmed, the designer says. Clothes also were designed to try to create a more modern feel.

Because the period was a dark one, pastels were avoided. After Becky entered the bourgeoisie, reds, oranges and purples were added to the palette to suggest her hopes and dreams. Even then, however, the tones were muted, saturated rather than lively.

“Colors set the mood,” Pasztor said by phone from Germany, where she’s working on “Aeon Flux,” starring Charlize Theron. “But it’s a fine line to suggest something about a character and not exaggerate it. Reproducing period pieces are even harder because there are so many ways you can go.”

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 a few months. 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. I’m very outspoken about the script but, in terms of costumes, I was working with visual artists and it wasn’t my place to guide them. I knew they wanted all the characters to look good, so vanity never entered in.”

Extras in the film were dressed with the same attention to detail as the leads or “the person standing next to the king,” Witherspoon adds. The only analogy she can draw: Mike Leigh’s 1999 period piece “Topsy-Turvy,” a tale about the presentation of Gilbert and Sullivan’s comic opera “The Mikado.”

“With us, costumes were almost a character,” she said. “Every inch was discussed -- and completely original. The old guard wardrobe people in London were amazed at the hand-sewn beading, the Indian saris, the patching together of fabrics that didn’t go together. Instead of reproducing the Victoria and Albert Museum, Mira pushed everyone to go where no one had been before.”