Becky Sharp, an impoverished orphan, graduates from Miss Pinkerton's Borading School, along with her wealthy and kindly friend Amelia Sedley. Amelia takes Becky under her wing to go and live with her and her family. Amelia is engaged to be married to Captain George Osborne, while her brother Jos becomes smitten with Becky. But all seemingly perfect arrangements are thrown into turmoil by a series of events and Becky finds herself having to work as a governess to the lecherous Mr Crawley to make ends meet.