Adaptation of Thackeray's satirical masterpiece about the constant battle for wealth and social success amongst the aristocracy of the early nineteenth century. In a society growing rich on the wealth generated by an expanding empire, Becky Sharp (Reese Witherspoon) is the ambitious daughter of a poor family, who will let nothing stand in her way in her attempt to climb the social ladder. Taking a position as nanny to the children of Sir Pitt Crawley (Bob Hoskins), Becky insinuates her way into the family's favours and into London society, eventually marrying Crawley's eldest son Rawdon (James Purefoy). When Rawdon proves to be a gambler and a drunkard, Becky wastes no time in approaching the influential Marquess of Steyne (Gabriel Byrne), in the hope that he will help advance her position. But will Becky Sharp come to regret the ruthlessness of her agenda, and can she keep climbing the social ladder forever?