The British Empire flowers; exotic India colors English imaginations. Becky Sharp, the orphaned daughter of a painter and a singer, leaves a home for girls to be a governess, armed with pluck, a keen wit, good looks, fluent French, and an eye for social advancement. Society tries its best to keep her from climbing. An episodic narrative follows her for 20 years, through marriage, Napoleonic wars, a child, loyalty to a school friend, the vicissitudes of the family whose daughters she instructed, and attention from a bored marquess who collected her father's paintings. Honesty tempers her schemes. No aristocrat she, nor bourgeois, just spirited, intelligent, and irrepressible.

After asking Reese Witherspoon to get pregnant for the role (as a joke, because she thought Reese was too thin), Mira Nair was delighted when Witherspoon announced she was expecting after all.

Becky Sharp:
Two men and two men only will enter my bedchamber. My husband and the doctor.

Continuity: The arrangement and number of gold jewels around Becky's eyes change between shots

Lyrics by Lord George Gordon Byron
Music by Mychael Danna
Produced by Mychael Danna
Performed by Sissel
Sissel appears courtesy of Universal Music, AS Norway and Stageway Talent, AS