William Makepeace Thackeray's witty assessment of the British class system, as seen through the experiences of one young woman, is brought to the screen with some serious star power in this period comedy drama.

Becky Sharp (Reese Witherspoon) is a bright and ambitious girl born to a poor British family. Becky is determined to make something of herself however she can, and after accepting a job as a nanny for the children of the powerful and aristocratic Sir Pitt Crawley (Bob Hoskins), she wastes no time ingratiating herself with the family.

Pretty Becky catches the eye of Crawley's handsome and eligible son Rawdon (James Purefoy), and becomes chummy with sharp-tongued Aunt Matilda (Eileen Atkins). Between the two of them, Becky is introduced to London's most exclusive social circle, where she becomes re-acquainted with Amelia Sedley (Romola Garai), a former school chum who is amused by Becky's efforts to scale the ladder of social influence.

Becky weds Rawdon, but following initial happiness, the social and economic stability she dreamed of begins to collapse when he begins drowning his troubles in gambling and drink, and soon she turns to the powerful Marquess of Steyne (Gabriel Byrne) for support.

Meanwhile, Amelia's fortunes fall even harder following the death of her husband. Vanity Fair was directed by Mira Nair, who enjoyed a surprise international success with 2002's Monsoon Wedding.