In early 19th century England, ambitious and ruthless orphan Rebecca Sharp advances from the position of governess to the heights of British society.

Minnie Maddern Fiske
as Becky Sharp

Shirley Mason
as Becky Sharp - as a child

Yale Benner
as Rakedell Sharp

Helen Fulton
as Amelia Sedley

William Wadsworth
as Joseph Sedley

Richard Tucker
as George Osborne

Robert Brower
as Mr. Osborne

Frank McGlynn Sr.
as Captain William Dobbin

Bigelow Cooper
as Rawdon Crawley

George A. Wright
as Lord Steyne