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. Becky wins over the children, and the Crawley family\'s rich spinster Aunt Matilda 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, 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 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 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. Steyne\'s whims enable Becky to realize her dreams, but the ultimate cost may be too high for her.