Becky Sharp, an intelligent young lady with no family or money, becomes a governess. But this type of life is not enough for her. She has big plans for herself. Is she clever enough to find success? Will she marry and be happy? Or will life be unkind to her?

Becky Sharp, an intelligent young lady with no family or money, becomes a governess. But this type of life is not enough for her. She has big plans for herself. Is she clever enough to find success? Will she marry and be happy? Or will life be unkind to her?

Amelia Sedley and Becky Sharp are two friends. Amelia comes from a wealthy family but her father is made bankrupt. She marries George Osborne, a vain and shallow young man who does not really love her. Becky Sharp, on the other hand, comes from a penniless family, and is determined to use her beauty and charm to find a good position in life.