In the years just preceding Waterloo, best friends Amelia Sedley (Frances Dee) and Becky Sharp (Miriam Hopkins) graduate from Miss Pinkerton's Academy for Girls. The wealthy Amelia invites the penniless Becky into the bosom of her family home while the manipulative Becky plots her climb up the social ladder. Entirely lacking in scruples and unhampered by conscience or morality, Becky ascends to the very pinnacle of society, crushing anyone who stands in her path.<P>Set against the backdrop of the Napoleonic Wars, Rouben Mamoulian's adaptation of Thackeray's epic novel <i>Vanity Fair</i> was the first film to be produced in three strip Technicolor.