This version of the Thackeray novel shows the usual scars of the underattended literary adaptation a frustratingly episodic structure and characters who attain and fall from prominence with jarring abruptness. Still, it's a frequently enjoyable picture, less intimate than director Mira Nair's previous Monsoon Wedding but a good deal livelier than star Reese Witherspoon's last Brit-lit outing, the flaccid The Importance of Being Earnest. The leitmotif of Napoleonic-era social jockeying is ably conveyed by Eileen Atkins' Miss Matilda Crawley, an unflappable old broad just influential enough to say whatever's on her razor-sharp mind. One could ask more, though, of Witherspoon, whose portrayal of the upward-striving orphan Becky Sharp lacks magnetism. Neither her performance nor the script ever makes clear why Becky's wily opportunism is a necessary response to the more entrenched ills around her; as depicted, it's just another form of manipulation.