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The daughter of a starving English artist and a French chorus girl, Becky Sharp (Reese Witherspoon) is orphaned at a young age in the early 19th century. 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 gains employment as governess to the daughters of eccentric Sir Pitt Crawley (Bob Hoskins) and not only wins over the children, but the family's rich spinster aunt Matilda (Eileen Atkins). The household comes to find her indispensable, and Matilda begins to confide in the bright young woman. But Becky knows 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, she is reunited with her best friend Amelia (Romola Garai), who - having grown up comfortably - does not share Becky's more brazen ambitions. A secret marriage, a disowning, a war - Becky continues through it all to realize her dreams, even though the ultimate cost may be too high. 2004

1. She Walks in Beauty (Byron & Danna)
2. Exchange
3. Becky and Amelia Leave School
4. The Great Adventurer (Traditional)
5. Becky Arrives at Queen's Crawley
6. Andante
7. No Lights After Eleven
8. Adagio
9. I've Made Up My Mind
10. Ride to London
11. Becky and Rawdon Kiss
12. Sir Pitt's Marriage Proposal
13. I Owe You Nothing
14. Piano for Amelia/Announcement of Battle
15. Time to Quit Brussels
16. Waterloo Battlefield
17. Amelia Refuses Dobbin/The Move to Mayfair
18. Now Sleeps the Crimson Petal (Danna & Tennyson)
19. Steyne The Pasha
20. El Salaam (Esh & Taer)
21. The Virtue Betrayed
22. Rawdon's End
23. Dobbin Leaves Amelia
24. Vanity's Conquerer
25. Gori Re (Akhtar & Loy)