In the first full-color feature a sharp-tongued woman leaves school, marries a soldier, lives extravagantly, and suffers from debts in this adaptation of Landon Mitchell's play based on Thackeray's novel.
Cynical Becky Sharp (Miriam Hopkins) leaves a girls academy without tears or gratitude. Amelia Sedley (Francis Dee) invites her to live in her house. After four weeks Becky expects Joseph Sedley (Nigel Bruce) to propose; but two soldiers propose to Amelia. Becky becomes a governess for Sir Pitt Crawley's five children. Rawdon Crawley (Alan Mowbray) tries to kiss Becky and gets her a place with his aunt in London. Becky tells the Crawleys her mother was a French aristocrat and a dancer. She marries Rawdon, and on their honeymoon they visit Amelia and her husband George (G. P. Huntley). Rawdon tells Becky his regiment is going to Belgium to fight Napoleon. In debt Becky rejoices for a new start.
At a ball Becky charms soldiers and meets Joseph. George asks her to run away with him; but she sets her sights on the powerful millionaire, Marquis of Steyne (Cedric Hardwicke). Cannons are heard, and people panic. Becky turns down George, and Rawdon says good-bye to her. She sells two horses to Joseph for 2,000 pounds, and Steyne escorts her.
Amelia mourns George, who was killed at Waterloo. Becky hosts a dinner for famous people, and she meets the king. She has Joseph pay for a shawl. Rawdon shows her bills and says he must pay a gambling debt of 400. Becky won't give up her opulent living. William (Colin Tapley) says the debt is 500, because Becky won 100 with loaded dice. She offers him a letter from George about eloping for 500 so he can win Amelia. Becky tells Pit Crawley she needs 500; he will give it if she refuses to see Steyne. Becky walks out and gets the money from Steyne, who expects to have dinner with her. Becky gives Rawdon the money, lying how she got it, and sends him off to pay it. She dines with Steyne, who says Rawdon will be arrested in the morning. Becky says society people are dull. As they are toasting, Rawdon comes in. Rawdon hits Steyne, who leaves. Becky says she loves Rawdon and cries. He says it's over and leaves.
Rawdon is expelled from the officers club. Becky auctions her property and becomes a singer. She throws flowers at a rowdy audience and is forced off the stage. She is told by a scrub woman to pay or get out. Joseph and Amelia call on Becky. Amelia invites her, but William objects and ends the friendship, leaving. Amelia cries. Becky won't go and tells Amelia to keep love. Becky proves George didn't love Amelia by showing her his letter, freeing her to marry William. Becky drinks brandy with Joseph, and he asks her to marry. Pit Crawley arrives and gives Becky 100 for rent so they can go to church. Becky faints and must rest. She throws the book of moral precepts Crawley gave her back at him and leaves with Joseph.
In this satirical look at British society in the Wellington era, Becky resents the social discrimination against her but is clever and ambitious enough to rise into society anyway, though this produces little happiness for her.