The British Empire flowers; exotic India colors English imaginations. Becky Sharp (Reese Witherspoon), the orphaned daughter of a painter and a singer, leaves a home for girls to be a governess, armed with 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 twenty 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.