This movie is set in Britain during the time of Napoleon, and centers on a poor orphan girl, Becky Sharp (Reese Witherspoon). Becky is high spirited and determined to bring herself up in class. With the education she's earned from working as a servant in a rich finishing school, Becky has the information she needs to play the part of a woman with class. She becomes a governess for a man who has wealthy connections and from there she climbs the ladder of aristocracy. The movie follows Becky as she marries, survives a war, bares a son, seduces a marque, and more. She continues to climb higher and higher on the social scale, but the higher she goes the harder it will be when she falls.