The first was 2002's "The Four Feathers," vigorously re-imagined by Shekhar Kapur. Now comes "Vanity Fair," the William Makepeace Thackeray novel of Regency England, made more charismatic than the standard Masterpiece Theatre treatment through the colorful vision of director Mira Nair.

In both cases, the infusion of Indian spice and color is justified, for both often-filmed tales concern an empire flexing its colonial muscle, particularly on the Asian subcontinent. Thackeray, in particular, offers upper-crust social strata, which is fascinated with the food, music, clothing and culture of India. Reese Witherspoon shines as Becky Sharp, the social-climbing young woman at the center of the story. The film follows the character from her adolescence to her mid-30s, through many social and economic ups and downs, and Witherspoon is convincing throughout the age and emotional spectrum.

Nair and her writers are challenged to condense a 900-page novel that has previously been best served through the TV miniseries format. They only partly succeed within the film's two hour and 20 minutes running time.

The central plot remains obvious — Becky's attempt to manipulate and-or marry herself to a life above "her station." And Witherspoon projects just enough spunk and likability in the role.

However, several lesser characters and subplots drift in and out of the saga, and not always as smoothly as one might want.

To cite one example: We discover Becky suddenly is married; just like that. The wedding or elopement or its explanation apparently lies on a cutting-room floor.

The novel also attempts to set up parallel main stories, contrasting the methods and lives of two old friends, Becky and Amelia (Romola Garai), but Amelia is sketched so blandly, she nearly fades from the screen.

Other supporting characters are far more appealing, especially Bob Hoskins as the kindly, funny, impoverished nobleman, Sir Pitt, and another great veteran, Dame Eileen Atkins, as the zestful but hypocritical Matilde.

Among the men in Becky and Amelia's lives, Jonathan Rhys Meyers is the perfect shallow cad as the impossible George Osborne, James Purefoy offers charm and graciousness to mask the ne'er-do-well gambling instincts of Rawdon Crawley, and Rhys Ifans is touchingly sympathetic as the unlucky-in-love William Dobbin (in marked contrast to the buffoons Ifans often plays).

But beyond the performances, it's Nair's unique vision that makes "Vanity Fair" appealing. The production is stunning, with evocative location shooting (mostly in Bath, England with a brief but important sojourn to India). Nair's approach is exotically romantic, including a colorful, upbeat postscript that will probably enrage Thackeray purists, but which many modern filmgoers will eagerly embrace.