Stanley Banks is finally recovering from his daughter's wedding when he learns she is going to have a baby. He is strongly opposed at first, and disputes arise between maternal and paternal grandparents.

Set against the background of the Battle of Waterloo, Becky Sharp is the story of Vanity Fair by Thackeray. Becky and Amelia are girls at school together, but Becky is from a "show biz" family, or in other words, very low class. Becky manages to insinuate herself in Amelia's family and gets to know all their friends. From this possibly auspicious- beginning, she manages to ruin her own life, becoming sick, broke, and lonely, and also ruins the lives of many other "loved ones". In the movie we get to see the class distinctions in England at the time, and get a sense of what it was like for the English military at the time of the Napoleonic wars.

Social climbing Millicent and Oliver Jordan throw a dinner for a bunch of New York society types, each of whom has much to reveal.