One of America's most popular stars, Reese Witherspoon, unites with one of the world's most acclaimed directors, Mira Nair, to bring to the screen one of the greatest female characters ever created, Rebecca (Becky) Sharp. The new film version of the classic novel by William Makepeace Thackeray introduces a new audience to the beautiful, funny, passionate, and calculating Becky.

The daughter of a starving English artist and a French chorus girl, Becky is orphaned at a young age. Even as a child, she yearns for a more glamorous life than her birthright promises. As she leaves Miss Pinkerton's Academy at Chiswick, Becky resolves to conquer English society by any means possible. She deploys all of her wit, guile, and sexuality as she makes her way up into high society during the first quarter of the 19th century.

Becky's ascension to the heights of society commences when she gains employment as governess to the daughters of eccentric Sir Pitt Crawley (Bob Hoskins). Becky wins over the children, and the Crawley family's rich spinster aunt Matilda (Eileen Atkins) as well. The rural Hampshire household comes to find her indispensable, and Matilda comes to confide in the bright young woman. But Becky knows that she cannot be a true part of English society until she moves to the city. When Matilda invites her to come live in London, Becky eagerly accepts. There, Becky is reunited with her best friend Amelia Sedley (Romola Garai), who - having grown up comfortably - does not share Becky's more brazen ambitions. Hewing close to the family she already knows so well, Becky secretly marries dashing heir Rawdon Crawley (James Purefoy) - but when Matilda discovers their union, she casts the newlyweds out.

When Napoleon invades Europe, Rawdon bravely reports to the front lines. Pregnant Becky stands by distraught newlywed Amelia, whose own husband George Osborne (Jonathan Rhys Meyers) is also called to fight. When George does not survive the Battle of Waterloo, Becky's friendship with Amelia is strained beyond repair. Becky is reunited with Rawdon and gives birth to a boy, but, post-war, money and comforts are sparse for the trio. More intent than ever on gaining acceptance into London society and living well, Becky finds a patron in the powerful Marquess of Steyne (Gabriel Byrne). Steyne's whims enable Becky to realize her dreams, but the ultimate cost may be too high for her.

Focus Features presents a Tempesta Films/Granada Film Production. A Mira Nair Film. Reese Witherspoon. Vanity Fair. Eileen Atkins, Jim Broadbent, Gabriel Byrne, Romola Garai, Bob Hoskins, Rhys Ifans, Geraldine McEwan, James Purefoy, Jonathan Rhys Meyers. Casting by Mary Selway. Costume Designer, Beatrix Aruna Pasztor. Makeup & Hair Designer, Jenny Shircore. Music by Mychael Danna. Editor, Allyson C. Johnson. Production Designer, Maria Djurkovic. Director of Photography, Declan Quinn. Associate Producers, Matthew Faulk, Mark Skeet. Co-Producer, Jane Frazer. Executive Producer, Jonathan Lynn. Executive Producers, Howard Cohen, Pippa Cross. Produced by Janette Day, Donna Gigliotti, Lydia Dean Pilcher. Based on the novel by William Makepeace Thackeray. Screenplay by Matthew Faulk & Mark Skeet and Julian Fellowes. Directed by Mira Nair. A Focus Features Release.