"The Women" is "Sex and the City" without the sex, without the bitchy edge. That's not to say it isn't the chickier of the two "chick pictures," with better actors trying their hand at the same sitcom-polished sort of patter.

But the "good girls" of "The Women" feel a little old-fashioned next to the bad girls of SATC, understandable since "Women" is based on a 1930s Clare Booth Luce play and 1939 film.

After years of being the most talked-about remake in Hollywood, with many an actress (Julia Roberts, for one) trying to get it on the screen, "The Women" returns as a Meg Ryan production and Meg Ryan vehicle, a somewhat updated take on girl-bonding and the generational wars that "the younger, other woman" can stir up in a marriage or in the workplace.

Ryan is Mary, queen bee of her little circle of ladies who luncheon. She's the sometime clothing designer who married well and juggles family, charities and work and "has it all." Or so she thinks.

But gal pal Sylvie (Annette Bening), the magazine editor, gets a tip from a chatty manicurist at Saks. A "perfume girl" in the Manhattan store is having an affair with a married man. And he's Mary's husband.

Much kvetching ensues, as Sylvie tells the ever-pregnant Edith (Debra Messing) and lesbian writer friend Miriam (Jada Pinkett Smith). Should they tell? Should they keep Mary from finding out? That'll never work.

"Murphy Brown" vet Diane English adapted and directed "The Women," and she gives her sitcom-vet supporting players the best lines. Candice Bergen is perfectly cast as Mary's toounderstanding, too-catty mom. She comments on a bad facelift.

"She looks like she's re-entering the Earth's atmosphere!"

Or, "Don't be bitter, Mary. It leads to Botox."

But English has difficulty making this pleasant-enough confection hit all its marks. It's a prim movie that only gets messy in a Messing-driven childbirth scene, with hand-held camera, jumpy action and the cast really mixing it up. Every other scene is static, too carefully lighted, to flatter actresses of a certain age. It's a movie of one-shots, with the ladies staying in their flattering light, delivering their lines to someone who reacts to that clever line in the next one-shot.

Eva Mendes goes full va-va-voom as the "other woman." Oscar winner and TV vet Cloris Leachman makes a funny housekeeper, and Debi Mazar steals her scenes as the gossipy manicurist who gives it all away.

And Bening and Ryan are quite good, giving emotional heft to their women, one whose career is in jeopardy because the "hip" world is passing her by, the other whose husband has taken up with a young hottie.

English also turns out some gems in the script, about feminine spirit and ambition that "shrinks to fit" whatever her spouse lets her be. This is a movie world without men, which, considering how lacking the lads were in "Sex and the City," probably wasn't a bad move.

But "bad" is what's in short supply in "The Women." It's not 1939 anymore, and while human nature and female nature haven't changed, attitudes certainly have. This is like catching up on the gossip with an old friend who's too nice to really dish the dirt.