When Becky Sharp and Amelia Sedley leave school, their feet are set on very different paths. Kind, foolish Amelia returns to her comfortable home and wealthy family, to await a suitable marriage, while Becky must look out for herself, earning her own living in a hard world. But Becky is neither kind nor foolish, and with her quick brain and keen eye for a chance, her fortunes soon rise, while Amelia's fall.