Becky Sharp (Miriam Hopkins), a socially ambitious England young lady manages to survive during the years following Napoleon’s defeat at Battle of Waterloo. In her efforts to advance herself, she manages to link up with a number of gentlemen: the Marquis of Steyne (Cedric Hardwicke), Joseph Sedley (Nigel Bruce), Rawdon Crawley (Alan Mowbray), and George Osborne (G. P. Huntley Jr). She rises to the top of United Kingdom society and becomes the scourge of the social circle, offending the other ladies such as Lady Bareacres (Billie Burke). Finally, Sharp falls into the humiliation of singing for her meals in a beer hall. But Becky never stays down for long.