In early 19th century England, ambitious and ruthless orphan Rebecca Sharp advances from the position of governess to the heights of British society.
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The Sedleys have become bankrupt and Amelia's engagement to George broken off. Becky, now governess to the younger children of Sir Pitt Crawley, has met his second son Rawdon.
Rawdon has married Becky and been disowned by his aunt. The regiment has been ordered to Belgium, and Becky and Amelia have decided to follow their husbands.
Before his death at Waterloo George became infatuated with Becky and caused unhappiness to Amelia. Jos has deserted Amelia and Becky has benefited from his flight.
Becky has been presented at Court and triumphed in London society. Rawdon has found her in a compromising situation with her benefactor, Lord Steyne, and has struck him.
