William Makepeace Thackeray’s seminal Vanity Fair: A Novel Without a Hero exposes the greed and corruption within English aristocracy during the turbulent Napoleonic wars by tracing the shifting fate of two women. The first, Becky Sharp, is a lower-class scrub who employs her wit, guile and sex appeal to traverse London high society. The other is her best friend, Amelia, a faithful, naive lass whose familial affluence suddenly dissipates thanks to her father’s financial ruin. Among the many progeny (both real and purported) of Thackeray’s biting 1847 social satire are six feature films (the last in 1935), three television miniseries, Jane Austen’s Mansfield Park, and Scarlett O’Hara.

But, it’s another descendent that provides the best means for examining Vanity Fair‘s latest cinematic revival. Technically, Stanley Kubrick’s Barry Lyndon is an antecedent, as Thackeray penned its source material, The Luck of Barry Lyndon, around 1844. Very much Vanity‘s gender opposite, Lyndon tracks the rise and fall of an 18th-century Irish rogue who, through skill, luck and gall, rises from a modest peasant to a wealthy noble and back again.

The Marxist critic Irwin Silber wrote that Barry Lyndon‘s depiction of society is an elaboration of the existential worldview–money, power and property are shown to be the only things that really command respect, and human existence is simply a scramble for social position.

It’s illuminating to note that Kubrick first chose Vanity Fair as the Thackeray novel he wanted to adapt. It’s equally instructive that he opted for Lyndon after deciding Vanity was too long to effectively compress into a three-hour film.

The end result, wrote Andrew Sarris of the Village Voice, was “an impressive testament of the artist as a majestic mourner for the idle vanities of our capitalistic civilization … Kubrick has simplified the novelistic intrigues in order to intensify the cinematic mood of implacable sorrow.”

The simplification of “novelistic intrigues” is where many a film adaptation has gone awry, and director Mira Nair’s Vanity Fair is no exception. The contrast between Barry Lyndon and this costume “trauma” is that of a work of art versus mere artwork–one transcends its medium while the other hangs on a wall (or movie screen) for people to look at.

At first blush, Bollywood veteran Nair seems an inspired choice to channel Calcutta-born Thackeray’s magnum opus, particularly given India’s experience with British imperialism. Nair instead provides an empty fashion show, this year’s frontrunner for the one movie that’s Oscar-nominated for Best Costume Design … and nothing else.

Even the script-polishing of Oscar-winner Julian Fellowes (of the similarly-themed Gosford Park), brought in to rescue novices Matthew Faulk and Mark Skeet, cannot save an unwieldy story that totters along until collapsing under its own weight.

In lieu of character development, the audience is told that Becky (Reese Witherspoon) is a conniving wench who tracks wickedness wherever she goes. We see a vanilla-skinned, doe-eyed fawn, capable of a cunning quip and a come-hither gape, but not at all immoral (or even amoral). Instead of clever deviousness, Becky frequently wins over her detractors by morphing into a Homer-esque, dinner-party siren.

Witherspoon, always long on potential, does little to correct her miswritten protagonist. She does ably contort her Rocky-top accent into a British one, although it often fades in and out like an AM radio station.

This doesn’t even begin to address the slipshod treatment of the supporting cast, most of whom are delineated into several one-dimensional groupings: stuffy old farts, dimwitted neophytes, self-absorbed man-foes and noble man-mates.

Only the wonderful Jim Broadbent emerges unscathed, as his Mr. Osborne emotes era-appropriate callousness: When his son objects to marrying a West Indian sugar heiress, Osborne retorts, “What’s a shade or two of tawny when there’s half a million on the table?”

In order to span the expanse of its source material, touchstone events are glossed over or completely omitted. In the bat of a scene-transition, years pass, fortunes change and family ties ebb and flow. There are occasions when the narrative train seems to completely derail, such as in an extended middle section that completely disregards Becky’s social stair-climbing, or when the death of her husband (James Purefoy) and removal of her child occur off-camera so we can spend more time with dopey Amelia (Romola Garai) and her sad-sack suitor, Dobbin (Rhys Ifans).

Considered Dickens’ upper-crust antithesis, Thackeray’s subversive skewering of society’s caste system resonates as loudly today as it did in his time. Unfortunately, the only sound emanating from this Vanity piece is a resounding thud.

Wou have to wonder about Miramax sometimes. Two years ago, they purchased the U.S. distribution rights to Ying ziong (Hero), China’s highest-grossing (and most expensive) domestic release in history, which was also nominated for an Oscar as Best Foreign Film. Directed by the celebrated Zhang Yimou and boasting a powerhouse cast and crew–and on the heels of the critically and commercially successful Crouching Tiger, Hidden DragonHero had all the earmarks of crossover appeal.

So naturally, Miramax’s Weinsteins shelve the movie, casting the film into distribution purgatory. Then they excise 20 minutes off the running time, believing Western audiences couldn’t sit through an Asian movie longer than an hour and a half. Finally, “MiramAxe” agrees to release a longer version only once Quentin Tarantino, the new sensei of American martial arts cinema, agreed to attach his name to the project, even though he had absolutely nothing to do with making it.

Nearly lost amongst all this backstage melodrama is an astounding, wondrous work of art, a visual marvel that surpasses (while emulating) the poeticism of Crouching Tiger and the bombastic virtuosity of The Lord of the Rings.

Jet Li stars as a taciturn police prefect who is summoned before the King of Qin (Daoming Chen), the most powerful warlord in pre-unified China, to share how he defeated three renowned assassins who sought to murder the future first emperor. American audiences more familiar with watching this martial artist scurry about in such C-fare as Romeo Must Die, The One and Cradle 2 the Grave are cautioned to remember that Li was an icon in his native land long before landing on our shores.

A series of Rashomon-type flashbacks form a multifaceted fable of deception, betrayal and, yes, the complex shadings of heroism. The overriding theme is China’s long-standing inner struggle between tyranny and its desire for unity. Each character is called upon–from particular points of view–to distinguish between the laudable yet conflicting qualities of vengeance, honor and an ideal called “Our Land.”

Against this backdrop develops a romance between two of the would-be assassins, Broken Sword (Tony Leung Chiu Wai) and Flying Snow (Maggie Cheung). Although their evolution (and relation to Li’s Nameless) gets a bit dizzying, these narrative layers equate additional stanzas to the lyrical construct, accentuated by Yimou’s vibrant palette: red signaling imagination, blue symbolizing perceived reality, white as truth and green as peace.

This pageantry is led by the sublime cinematography of Christopher Doyle and punctuated by dazzling, gravity-defying martial artistry, choreographed by Ching Siu-Tung and executed by the accomplished veteran cast.

But, it’s Yimou’s staggering direction that holds everything together, an exquisite exemplar of wuxia pian. Yimou employs every implement of combat at his disposal, from swords and spears to discrete raindrops and autumnal leaves.

Yet, over the final half hour, the fighting all but ceases and the philosophical debates takes firm root–are the boundary lines of heroism always clearly defined in terms of good versus evil or right versus wrong? Might the greater good actually embrace death and destruction while conflicting with nobler notions?

The thoughtful, perhaps even obvious, answer is yes. But, in Yimou’s hands, this Q&A has never appeared more beautiful.