In early 19th century England, orphaned Becky Sharp defies her poverty-stricken background and ascends the social ladder alongside her best friend.

Reese Witherspoon
as Becky Sharp

Eileen Atkins
as Miss Matilda Crawley

Jim Broadbent
as Mr. Osborne

Gabriel Byrne
as The Marquess of Steyne

Romola Garai
as Amelia Sedley

Bob Hoskins
as Sir Pitt Crawley

Rhys Ifans
as William Dobbin

Geraldine McEwan
as Lady Southdown

James Purefoy
as Rawdon Crawley

Jonathan Rhys Meyers
as George Osborne