Toward the end of his sprawling, satiric 19th-century novel from which the curiously wan new movie Vanity Fair takes its name, William Makepeace Thackeray writes this of his famous, social-climbing heroine, Rebecca Sharp: ''I defy any one to say that our Becky, who has certainly some vices, has not been presented to the public in a perfectly genteel and inoffensive manner.'' The joke, of course, is that there is nothing at all polite about Thackeray's portrait of a woman aboil with vices, among them greed, avarice, and heartless opportunism. Her kind of grasping self-advancement, played out against the author's big canvas of class warfare in England during the time of the Napoleonic wars, can't simply be explained away by the circumstances of Becky's impoverished roots or the limitations then regularly imposed on her sex.
The dismaying switcheroo in director Mira Nair's adaptation, with a final script by ''Gosford Park'''s Julian Fellowes that Botoxes Thackeray's riotous, unruly masterpiece, is that this ''Vanity Fair'' is, indeed, genteel and inoffensive. In fact, it borders on perky -- a duller, safer tonal choice for the story of a conniving go-getter whose fall is as precipitous as her rise. Nair, the multicultural conjurer of ''Mississippi Masala'' and ''Monsoon Wedding,'' may dress her film in the vibrant, jewel-toned colors of her native India and, indeed, spice up the proceedings with a dusting of Bollywood production values. But this ''Vanity Fair'' remains sedately pastel, turning demurely away from an explanation of Becky's behavior as anything other than a spirited expression of female empowerment.
Girl power, my slippered foot! In fact, the prevailing tone is pink -- the kind of pink that Reese Witherspoon, who plays Rebecca Sharp, made her trademark color as Elle Woods in ''Legally Blonde.'' It's impossible to know whether the elfin Witherspoon -- with her hard chin and soft grin, her Sally Field gumption and Mary Tyler Moore spunk -- chose this interpretation after considered literary study or whether, after her star-making turn as ambitious Tracy Flick in ''Election,'' she bumped up against the ceiling of her abilities to play a more formidable woman. Perhaps Nair let her actress (who was evidently pregnant and pregnanter during production, despite the efforts of costumers) enjoy herself while the director devoted her energies to creating the handsome, East-meets-West, colonizer-meets-colonies visual stews that have become her trademark.
Just because there's no earthly Thackerayan reason to include a dreamy, upbeat Indian travelogue as a coda for Becky doesn't mean the scene isn't very pretty and suitable for a photo spread in that other Vanity Fair, the one that sits on coffee tables. And the dance sequence Witherspoon performs with undulating dancers dressed like pretend slave girls at an Eastern-themed gentlemen's club is as fetching as it is nutty.
But whatever the reason, something essential is lost, defeated, in this production; there's visual luster but there's no real lust. And the dampness becomes contagious, particularly among the younger players. Becky's good-hearted friend, Amelia Sedley (a creamy Romola Garai from ''I Capture the Castle''), is supposed to be as naive as Becky is scheming but not a dullard. George Osborne (''Bend It Like Beckham'''s Jonathan Rhys Meyers), the cad Amelia loves, sticks to petulance as his trademark, while William Dobbin (Rhys Ifans), the kind army man who suffers an unrequited love for Amelia, is (as so many Ifans characters are, more usually for comic effect) a spongeblob. When Gabriel Byrne isn't playing the sinister Marquess of Steyne (who makes Becky an offer she almost can't refuse) as a kind of creepy Zelig, he's playing him as a kind of Snidely Whiplash. Most indistinct of all, British stage and TV actor James Purefoy plays Becky's husband, Rawdon Crawley -- a rakish gambler who sees her for what she is -- like Mr. Cellophane.
Against such bedraggled antagonists, the older, well-seasoned character actors -- among them Bob Hoskins, Jim Broadbent, and Geraldine McEwan -- come on bright but loud, like gangbusters, or, perhaps, like players who think they're in ''Gosford Park.'' I love every delectable whoop Eileen Atkins produces as snobby Aunt Matilda Crawley. But when her hilarious performance becomes its own Maggie Smith-ish sideshow, there is, surely, something amiss.
''The beauty of Mira Nair's direction,'' Ms. Witherspoon has said to that contemporary chronicler of vanitas vanitatum, Liz Smith, ''is that this is not a judgment of Becky or any of the characters. There is no good or bad.'' Ah, but there is, my dear, or ought to be, when the pink -- er, rose-colored glasses are removed.