London, 1814. Rebecca Sharp ("Becky"), daughter of an art teacher and a French dancer, is a strong-willed, cunning, moneyless young woman determined to make her way in society. After leaving school, Becky stays with Amelia Sedley ("Emmy"), who is a good-natured, simple-minded young girl, of a wealthy London family. There, Becky meets the dashing and self-obsessed Captain George Osborne (Amelia's betrothed) and Amelia's brother Joseph ("Jos") Sedley, a clumsy and vainglorious but rich civil servant home from the East India Company. Hoping to marry Sedley, the richest young man she has met, Becky entices him, but she fails. George Osborne's friend Captain William Dobbin loves Amelia, but only wishes her happiness, which is centred on George.