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NOTE: This spoiler was sent in by EWAT7395 thought it was... "Pretty good, but a little plodding"

The movie opens in the filth of London's streets. It's 1802. We then cut to Becky Sharp (Reese Witherspoon) as a child in her father's workshop. We can see that her father is a starving painter. Becky is playing with some puppets when a rich stranger (Gabriel Byrne) enters the shop. We can see that Becky's father has been working on a portrait of a French woman. It looks like the aristocrats of pre-revolution France. The stranger offers to buy the painting for four guineas. Becky runs up and says that the price is too little. The stranger asks Becky what a good price would be and she says ten guineas. He asks why so high and her father tells him that it's a painting of her mother, a French opera girl. The stranger asks why ten is okay when four wasn't and Becky said that is the price that she can't pass up. The stranger pays the ten guineas and leaves with the painting.

We then jump to Becky being brought into an orphanage. The ladies escort her into the building and comment that she is parentless and that her mother was an opera girl. We see Becky looking around. Then suddenly, we see another girl, Amelia Sedley (Romola Garai) leaving in a carriage. We cut to a shot of Becky scrubbing the floor. She stands up and walks out the door, obviously leaving with Amelia. She grabs her trunk with the initials "R S" on the top and has it loaded on the carriage. She then climbs in. She asks the orphanage’s mistress is she should receive her "Johnson's dictionary" as well and the mistress hands her a book which Becky throws out the window as soon as they pull away.

We see Becky and Amelia arrive in London. Becky meets Amelia's family and then Amelia's fiancé' George Osborne (Jonathan Rhys Meyers) and Amelia's brother Joseph (Tony Maudsley). Joseph has returned from a recent trip to India and Becky flirts with him at dinner, hinting that she would love to visit India as his wife.

The next evening there is a party in honor of Amelia. Becky flirts with Joseph again and he give her a macaw parrot as a sign of his devotion to her. However, George draws Joseph into a boat and comments on the ride that Becky is a woman below his station and the he should consider other wives. We see Becky's point of view of Joseph climbing out of the boat. As he runs away from the party, the parrot flies off Becky's shoulder and follows.

We then learn that Becky is to become the governess of another family outside of London. Amelia sees her to the carriage in the middle of the rain. Becky gives Amelia a small landscape that her father painted and climbs on top of the carriage. She said she doesn't mind the rain.

The carriage arrives at the home of her new position. Becky is taken aback at the state that the home is in. She drags her trunk to the door and man answers it that Becky assumes is the doorman (Bob Hoskins). She commands him to carry her trunk in and tell her new boss, Sir Pitt Crawley that she has arrived. He comments that he will take her trunk but that there is no need to tell the master, since it is he. Becky is surprised.

She enters the house and finds it in such disarray that she is shocked. She meets Sir Crawley's two daughters, second wife and son. She says that she is ready to help the children in their studies and that she is the particularly strong in music and French. We then cut to the Becky teaching the children and speaking with Pitt Crawley (Douglas Hodge). In an internal monologue, she comments that Pitt is interested in her, but that he has to demeanor of an undertaker and the humor of a corpse. Becky is more interested in meeting Pitt’s brother, Rawdon Crawley, who is away at battle against Napoleon.

Becky finds out that Sir Crawley’s old spinster sister Miss Matilda Crawley (Eileen Atkins) will be paying a visit to the manor along with her friend Lady Southdown (Geraldine McEwan), Lady Southdown’s daughter Lady Jane Sheepshanks (Natasha Little) and Rawdon (James Purefoy). Becky sets about to bring the house in order. She cleans the receiving rooms of the manor, hangs a chandelier, and sets a table for dinner. The dinner party arrives the next morning. Matilda is a lady much like Becky, who takes no guff off anyone and delivers insight about everyone.

Although only introduced as a governess, Becky immediately charms Aunt Matilda and lies to her about her mother’s status in France, claiming her mother was a fallen aristocrat. Matilda so likes Becky that she invites her to dinner and asks her to sit by her. The family attends dinner and Matilda is served lobster.

Later that night, Matilda is in bed, suffering from food poisoning. The lobster was bad. A doctor is called and informs the family that she is doing well. The next morning we see Becky attending Matilda. Matilda informs Becky that she is sure that Pitt is upset about her being unwell, because he needs he well to change her will to leave him her estate. Currently Rawdon gets everything if Matilda dies. Matilda then informs Becky that she will have to return to London with her because she can’t bear the city without Becky’s wit. Becky agrees and returns to London with Matilda and Rawdon.

During her arrival in London, Becky is shocked to see the stranger that bought her father’s painting of her mother. The stranger passes her carriage and enters the home across the street from Matilda’s. Rawdon informs Becky that her neighbor is the Marquess of Steyne (Gabriel Byrne).

Becky settles into London life. Aunt Matilda has Becky’s friend Amelia and her fiancé George to dinner. George flirts a little with Becky. After dinner, Becky and Rawdon talk a midnight walk in the park and Rawdon confesses his attraction to Becky and hints that he wants her to spend the night with him. She tells him that only two men will enter her bed—her husband and her doctor. They then kiss and she stands and runs back to the house.

Some time has passed before the next scene. Becky is reading letters to Matilda in the tub. She is saddened to read that Sir Crawley’s wife has died. She walks into the parlor and peers out the window to see Sir Crawley walking down the street. He enters the building and walks into the room Becky is in. She comments that she is sad to hear his wife died and he slowly drops to one knee and proposes to Becky. Matilda runs into the room in time to hear Becky say she can’t marry Sir Crawley because she’s already married Rawdon. We then cut to Becky standing on the street with her “RS” trunk. The scene then cuts to Rawdon and Becky in bed. She grins and the talk a little before she tells him that she is expecting his child.

In the interim, we learn that Amelia’s father’s owes a debt to George’s father than cannot be repaid and they the Amelia’s family is losing everything. We cut to an auction of their family goods and we see Rawdon and Becky, the now Mrs. Crawley, enter. They watch as many of the family’s goods are auctioned. Then it comes time for Amelia’s harpsichord to be auctioned. A family friend, William Dobbin (Rhys Ifans) purchases the harpsichord. Then the next item for auction is the painting Becky gave Amelia. Rawdon tells Becky he will win it for her. As he starts to bid, the Marquees appears and outbids Rawdon for the work.

We then see a run-down miller’s home and find out that Amelia and her family has moved there since losing everything to George’s father. Amelia is sitting in her room, peering out the window when Dobbin arrives. She asks about George and gives Dobbin a portrait of herself she’s drawn for George. George has not spoken with Amelia since her family lost their fortune. Then a group of men arrive with the harpsichord that Dobbin bought for Amelia. They sit it up in the front yard and Amelia caressing it and comments that it is a sign that George still loves her. Dobbin doesn’t tell her he bought it.

We cut to George’s home where his sister has brought home a potential bride for him. George is shocked that his father is trying to arrange a marriage for him. His father tells him that he has to marry whom he is told or that he can forget his fortune. We see George leave. We then see his father crossing his name out of his will.

We cut to the marriage reception in a field for Amelia and George and with Rawdon, Becky, Dobbin, and Joseph Sedley. While they celebrate, they find out that war is going on in Belgium and the men will have to report to the frontline. Becky and Amelia agree to go, although they are both pregnant.

In Belgium, everyone is attending a ball. We find out that Becky is the toast of the town. Everyone wants to meet the fabulous Mrs. Crawley. At the ball, George pays all of his attention to Becky and asks to be her first dance partner. Rawdon immediately participates in a card game. Amelia is shocked to be left alone by George and become sick. Dobbin attends to her. Amelia leaves while George dances with Becky. Their dance ends and Becky returns to Rawdon’s side. George then approaches with a bouquet for Becky. She notices a note in the bouquet from George that she reads and tucks into her bosom. Then a trumpet sounds and all the men are called to the frontline.

We see Rawdon in his and Becky’s chambers preparing for battle. He comments that if he doesn’t return but Becky assures him that she can take care of herself. He leaves. She is very pregnant at this point.

The next morning, Becky is trying to flee the town as the military approaches. She is running through the chaotic streets. She meets a gentleman from the previous night’s ball and she agrees to sell him Rawdon’s horse for a spot in his carriage. She is running to the carriage, passing men as they return wounded from battle, and see Amelia hysterical in the streets. She runs to Amelia and Amelia accuses her of trying to steal George. Becky assures her that she would never do that and then tries to find a spot on the carriage for both of them. She’s told that she’ll have to give up her own spot so her and Amelia return to town. They ride out the night and the next morning the men return from battle. However, we see a shot of George dead on the battlefield. We then cut to Rawdon, Becky, Dobbin, and Amelia at George’s graveside.

Everyone returns to London. Becky and Rawdon purchase a home. We learn that Aunt Matilda has died and true to her promise, she cut Rawdon from her will and gave everything to Pitt, who is now Sir Pitt Crawley and married to Lady Jane Sheepshanks. Becky and Rawdon’s son is born and named Rawdon Jr. Amelia’s son is born and named George. Dobbin leaves for India unable to bear his unrequited love for Amelia any longer.

Becky and George work to integrate themselves into London society. However, Rawdon’s gambling is placing them dangerously close to debtor’s prison. One day Becky returns home to find many of her belongings on the street, being loaded onto a carriage by her landlord. She fights with the landlord, but suddenly the Marquees appears and pays Becky’s debt. He invites her and Rawdon to a ball at his home.

Becky and Rawdon attend the ball, but Becky receives the cold shoulder from all of the women. She then is asked by the Marquees’ wife to sing a song; since she’s heard her voice is wonderful. Becky sings and everyone is moved by her performance. Becky continues to get closer to the top of London society.

We then see Amelia and an older George at the miller’s house. George is unhappy they are poor. Amelia sees George’s grandfather and he suggests that George should live with him. She agrees and turns George over to him.

One night, the Marquees hosts the King at his home for a special performance. He attends and Becky is the centerpiece in an Indian-inspired dance. The King raves her on. After dinner, the Marquees suggests that Becky will need to pay off her debt to him, letting her know he intends her to pay it off with sex. He sets up Rawdon to have him sent to debtor’s prison for the night and accompanies Becky to her home.

At the home, the Marquees prepares to have sex with Becky when Rawdon returns home. Jane had gotten a note and paid his debt. Rawdon returns home to find the Marquees caressing Becky on the couch. Rawdon and the Marquees fight and Rawdon pushes the Marquees down the stairs. The Marquees gets up and leaves. Rawdon then leaves Becky crying in the stairway.

We cut to twelve years later. Becky is working as a casino girl in Germany. She is shocked to see a British army officer arrive who looks strikingly like George. She beings to deal him cards when Dobbin appears. He is shocked to see Becky. He comments that he and Amelia are traveling through Europe with George. Becky asks if they are married but he says they are still friends. As they are leaving, George invites Becky to their home. She accepts.

The next morning, Becky takes lunch with Amelia. Amelia brings Becky up-to-date on the happenings. She says that Rawdon left and contracted a fever at his new military assignment and died. Becky’s son is living with Pitt and Jane and is quite happy. Amelia’s brother is still in India and unmarried. They comment on the fact that Amelia is not remarried. Becky calls her a fool for ignoring Dobbin’s love. She says it doesn’t matter since Dobbin is leaving because he can’t be just her friend any longer. Becky says that Amelia needs to stop holding George on a pedestal. She produces the note from the bouquet and reads it to Amelia. It is a proposition from George. Amelia is shocked. She jumps up and runs away. We see her round a corner and she runs into Dobbins’ arms. They kiss.

We then cut to the Indian landscape. We see people celebrating and see that they are celebrating Joseph Sedley and Becky’s wedding. Becky and Joseph are riding on top of an elephants and people are dancing around them. We then cut to a shot from behind the elephant and see Becky’s “RS” trunk attached to its back.


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