Set in 19th century London, the film centers around Becky Sharp (Reese Witherspoon) who wishes to abandon her poverty-stricken background and climb the social ladder at any cost. So she befriends Amelia (Romala Garai), the daughter of a rich merchant, and takes a job as a governess for a lord (Bob Hoskins), where she meets allies who help her on her quest, including a love interest (James Purefoy).