In early 19th century England, ambitious and ruthless orphan Rebecca Sharp advances from the position of governess to the heights of British society. The first feature length film to use three-strip Technicolor.

Miriam Hopkins
as Becky Sharp

Frances Dee
as Amelia Sedley

Cedric Hardwicke
as Marquis of Steyne

Billie Burke
as Lady Bareacres

Alison Skipworth
as Miss Crawley

Nigel Bruce
as Joseph Sedley

Alan Mowbray
as Rawdon Crawley

G.P. Huntley
as George Osborne

William Stack
as Pitt Crawley

George Hassell
as Sir Pitt Crawley
CinemaSerf
Whilst Napoleon is conquering Europe, "Becky" (Miriam Hopkins) is doing a bit of that for herself. Determined to improve on her lot as the daughter of a family of travelling performers, she uses each gullible man she meets as a stepping stone to the next. She doesn't care about any of the collateral...