Becky Sharp leaves Miss Pinkerton's school where she grew up to stay with her friend Amelia Sedley in London. She soon gets a job working for Sir Pitt Crawley at his country residence. But after meeting Lady Crawley and the two young girls she is to look after, Becky wonders what she has let herself in for.

Becky Sharp is now installed as governess with Sir Pitt Crawley in the country. Sir Pitt's wealthy sister Miss Crawley takes quite a shine to Becky, much to the upset of the rest of the family. Then when she falls ill, she takes Becky back to her Park Lane home. Meanwhile, George Osborne is being rather off-hand with Amelia and doesn't want to rush into marriage.

George and Amelia get married, much to the disappointment of George's family, and they travel down to Brighton where they are joined by Rawdon, Becky and Jos. Although George is just married, he becomes fascinated by Becky and when the four attend a grand social occasion in Brussels, Amelia begins to realize all is not well.

The battle of Waterloo has begun and Rawdon and George are both away fighting in the war. The cannon can be heard in Brussels and the people try to flee. Amelia refuses to leave without her husband, but then Dobbin returns from the war with some tragic news.

Becky continues to be entertained by Lord Steyne in London. Mr Osborne makes an offer to bring up and educate Georgy which leaves Amelia horrified, but she may have little choice in the matter. Meanwhile, Lord Steyne's intentions towards Becky are discovered by Rawdon.

Amelia and Jos are reunited with Becky in Germany, where she is down on her luck. Dobbin finally declares his true feelings to Amelia, but she is still in love with her late husband, George. When Becky reveals some home truths about George, Amelia realizes her mistake in rejecting Dobbin, but can they find him before he leaves?