At Christmas, sometime in the years immediately following World War I, Amelia Sedley brings home to her aristocratic family her school chum, Becky Sharp, whose parents died when she was a baby. Becky's allure attracts Amelia's bumbling brother Joseph. When he invites Becky to accompany him to Brighton for a weekend, she agrees to go but then, to his dismay, announces their engagement to Amelia, her fiancé, George Osborne, and their friend Dobbin. Terrified, Joseph leaves for Scotland. Later, as George attempts to flirt with Becky, Mrs. Sedley, who considers her to be an adventuress, sees them together and sternly tells Becky that she must leave. Becky accepts a job as governess for the young daughter of Sir Pitt Crawley, a lecherous old man whose wife is deathly ill. Although Becky puts off Sir Pitt's amorous entreaties and says she will listen to him only when he can make her his wife, she accepts the attentions of Sir Pitt's son Rawdon. When Sir Pitt learns of his wife's death, he immediately goes to Becky's room, where he finds Rawdon. The explanation that they have been secretly married only increases Sir Pitt's anger. He orders them out and says he will cut off Rawden with a shilling. In their modest new quarters, the couple soon are faced with a stack of bills. After Rawdon rebuffs Becky for suggesting that they raise money through blackmail, they invite Amelia and George, who are now married, for a night of bridge and win £550. When they are alone in the kitchen, George kisses Becky, and she agrees to meet him the next evening. During a weekend visit at the Crawleys' country house, Becky receives a note from George. The next day, during a hunt, George is mortally wounded from a fall. Soon Becky and Rawdon become estranged. Rawdon is arrested during a dispute at his club, and Becky sends him a message saying that she cannot raise the bail money. She then greets a suitor, the elderly Marquis of Steyne, who has been giving her jewels. As they cavort, Rawdon, whom Dobbin has bailed out, barges in. He tells Becky to go, and just as she is leaving, reads her a telegram he just received, which states that his father has died. Realizing that she can now be rich with a title and estate, Becky tries to make up, but he refuses. Sometime later in France, Becky gambles in a casino. Joseph, accompanied by Amelia and Dobbin, arrives there, and after he goes inside alone, Amelia refuses Dobbin's proposal, saying that although George has now been dead five years, he is still alive in her heart. In the casino, Dobbin spurns Becky's flirtations, and when he berates her for using men, she retorts that men have only wanted one thing and she has just made them pay for it. After Dobbin brings up George as an example of a decent man, Becky encourages Amelia to marry Dobbin, and to break the hold that her memory of George has on her, Becky shows her the note George wrote at the country house, which asked her to meet him at a hotel. After Amelia, now in tears, leaves thanking Becky, Joseph calls. They pass the next six years together, and in 1932, they are living in poverty. When Becky tells Joseph that she ran into Amelia, who gave her some money, Joseph becomes indignant about further "sponging." She says she plans to use the money to buy clothes for further intrigues with wealthy men, but as she looks in the mirror and envisions her face as it once looked, Joseph rips up the money and leaves. She finds the torn money and the word, "Finis," which he wrote in the dust of her table, and then, as she sees her face in the mirror as it really looks, she cries.