There is a moment during ITV/Amazon Prime's new adaptation of Vanity Fair when it seems like we may finally have a good adaptation of William Makepeace Thackeray's 1848 social satire on our hands. It's in episode 2 of the seven-part miniseries – premiering for U.S. audiences on Dec.  21 – when Becky Sharp, played by a fully committed Olivia Cooke, has just arrived at Queen’s Crawley, the beautiful country estate of her new boss, Sir Pitt Crawley (Martin Clunes), and is angling at finding a way to turn her lowly tenure as a governess into something a little more to her liking—if only she can get one of these smartly-dressed men roaming the grounds to fall in love with her.

Cooke's Becky is over-the-top enough to garner a few laughs at her mock fascination at a would-be suitor's claim to heroism (this story takes place during the Napoleonic Wars, so tales of glory are a dime a dozen), but she never pushes the character into caricature. It's believable that these men would fall for her. So indeed, here we are: The master’s son, Rawdon (Tom Bateman), has taken a liking to her. The master’s other son (and heir apparent) and bitter wife (Frances de la Tour) waste no time in scheming for Becky's removal, and a cranky aunt played by Sian Clifford (who also is the richest Crawley of them all) is rumored to be stopping by for an unannounced visit, putting the whole house into panic mode.

This Vanity Fair is promising. It has the dramatic interfamilial dynamics of Downton Abbey without Hugh Bonneville's character reminding us that "the world is changing" as if we won't pick up on broad themes without the writers hitting us over the head with them.

The important difference is that Vanity Fair is a miniseries and not a serial drama, and things have to keep moving. After all, Thackeray's novel is a busty 624 pages. So just as quickly as Becky moves into Queen's Crawley, she's moving out again. To London. To the warfront. To Germany. It's almost as if the show's problem is the first couple of episodes are too good, so when the narrative picks up and takes us to a new locale, the viewer is left thinking, "no wait, but we've just begun."

At least, to the credit of a very well-cast ensemble, it’s easy to fall for these characters right away. Olivia Cooke plays Becky with a playfulness that turns a remorseless social climber into someone it’s genuinely fun to watch. Claudia Jessie plays Amelia, Becky’s naive friend/doormat into society, with such an emotional earnestness that a character that was originally intended to irritate with her blind optimism by the end feels like a tragic figure. The men—Johnny Flynn, who plays William Dobbin, a young colonel pining silently for Amelia’s love; Charlie Rowe, who plays Amelia's self-serving beau George Osborne, who may or may not have a heart somewhere deep down; and Tom Bateman, who plays Rawdon Crawley, the young man Becky gambles on—all do the job, but the women are carrying the show at this fair.

Nevertheless, by the time Dobbin, George, and Rawdon are at the Battle of Waterloo in Episode 5, the outcome is sure to be upsetting. Without giving anything away, it is here where the script, written by Gwyneth Hughes, starts to falter, and great acting, costuming, and directing can’t really save it. We're invested at this point. George Osborne, the kind of guy who is given a loan to buy his wife a gift and instead buys a gift for himself, has just told his father he can piss off, and he's going to marry Amelia regardless of her money. Is he thus on the verge of a redemption arc? William Dobbin walks off the battlefied to a promotion, but is just-as-soon told by a bitter acquaintance that better men have died – an accusation he handles with grace and poise. Is he on his way to becoming a great leader? And Rawdon Crawley's wife Becky is selling his horses behind his back and pocketing all of the money. Is their relationship at a tipping point?

Only one of these storylines is continued, and this absence of payoffs is what is ultimately frustrating about the series. The narrative is truncated in a hugely frontloaded way. The first 5.5 episodes happen in a singular timeframe, getting us invested in those plots, and then in the second half of episode 5, several years pass by with little warning. Becky and Amelia suddenly have kids (and the haphazard time hopping doesn't end here, even though there are only two episodes left).

In considering the structure – i.e. what is and is not given screen time and how much time it is allotted – maybe it's useful to also consider why an adaptation is desired. Thackeray was originally satirizing high society, but is Becky's social climbing really still seen as a personality flaw? Alva Vanderbilt famously said, "First marry for money, then marry for love," and when the world double restricts you – first for social class, then for gender – maybe that's the only road to relative opportunity. It's hard to discern what, if anything, the show has to say on the matter.

Where the series shines is in creating a certain atmosphere. The moody opening track, a rendition of Bob Dylan's "All Along the Watchtower," promises this Vanity Fair is going to be a little more ambitious. "There must be some kind of way out of here/ Said the joker to the thief," it begins. Clearly, if nothing else, screenwriter Gwyneth Hughes wanted to honor Thackeray's tone this time around. The series hones in on the fact that these characters may be both funny and insufferable, but they are also, in fact, trapped. The art direction is at times haunting like a scene where four of the young adults head off to the Vauxhall Gardens, a carnival-esque set that is both larger than life and somewhat ominous. The directing is also on point. Becky needs to be played with a slant toward the dramatic. Reese Witherspoon is a capable actress, but the dollface, reined-in interpretation of Becky in the 2004 film was a disservice to Thackeray's antiheroine. This rendition feels more "right."

But art has to do more than mimic—it must try to say something new. So as enjoyable as it is to watch a wily Oliva Cooke rise and fall and rise and fall, by the end something rings hollow. Is this parody of high society funny, and at times touching, because an astute cast knows when to push and when to pull back, or are we laughing because we see truth in the humor, as we do with the best satire? I'd argue there's not a lot of truth to be found here. It sure is a pretty spectacle for 7 to 8 hours, though.