Becky Sharp is a young woman who becomes a nanny for the powerful and enigmatic Sir Pitt Crawley, only to find herself falling for his handsome and eligible son. As she is introduced to London's most exclusive social circle, she becomes re-acquainted with old school friend Amelia. However, they soon fall on hard times and while Becky's husband drowns his sorrows with gambling and drink, Amelia's fortunes sink even lower.
