Kubrick's adaptation of the William Makepeace Thackeray novel -- the spiritual voyage of a naive Irish lad into face powder, lipstick, and ruination -- is after something quite far from Tony Richardson's adapatation of Tom Jones, low-born, crass, rowdy. Kubrick is after something high-toned, and he puts up numerous high-culture antes: a musical score by Handel, Bach, Vivaldi, Schubert, Mozart, among others; an omniscent narrator out of didactic 19th-century fiction (the voice is Michael Hordern's, dry, sniffy, facetious); and images in imitation of the Masters (Constable's countrysides and clouds, Watteau's courts, Corot's tree-lined lanes, La Tour's candlelight, Vermeer's cool white light slanting through windows). Rather like his pushy upstart hero, Kubrick hopes to wangle his way into high society by the company he keeps, the paintings he possesses, the music he pays attention to. His ambitions are realized only part-time and part-way, and his movie is so-so beautiful, no more. Ryan O'Neal's fleshy, athletic presence, in this stiff, flat, suitable-for-hanging movie, brings an occasional episode close to earth, although his diffident Irish dialect tends to waft airily away. Marisa Berenson, Hardy Kruger.