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Rawdon has left the house, and goes to Pitt and Lady Jane to ask them to take care of Little Rawdon. Rawdon delivers a challenge to Steyne and asks his friend, MacMurdo to be his second. Wenham warns Becky to stay away from Steyne and she also visits Pitt and Lady Jane to declare her innocence. Rawdon discovers he has been appointed Governor of Coventry Island, and MacMurdo and Wenham persuade him that Steyne?s visit to Becky was innocent. Unbelieving, Rawdon leaves the country and Becky. In India, Dobbin receives a letter from his sister which indicates Amelia is about to marry, so he immediately requests home leave. On the ship he meets Jos, who is also returning after his mother?s death. Upon arrival in England, Dobbin immediately goes to see Amelia where he learns that she is not to marry, but she is still in love with George.

Rawdon and Becky visit Queen?s Crawley and Pitt Crawley is entranced by Becky. On their return to London, Becky continues to be entertained by Lord Steyne. William Dobbin is in India with the army, and Mrs. O?Dowd is trying to encourage a relationship between him and her sister, Glorvina. Jane Osborne sees Amelia with Little Georgy in the park, and when she tells her father, he wants to see him. He immediately offers to bring up and educate Georgy, in return for an allowance to Amelia. Amelia is horrified, but when she learns that Jos?s remittances are immediately promised to the money lender, she is forced to accept Mr. Osborne?s offer. Lord Steyne is tired with Rawdon always having to be present, so Becky decides to get a chaperone and invites Miss Briggs, Miss Crawley?s ex companion, to join the household.

The Battle of Waterloo has begun, and Amelia is very distressed. She is not alone, as panic has spread throughout the city and residents are trying to flee. Becky, however, seems very calm. Lord and Lady Bareacres try to buy Becky?s horses in order to pull their coach, but she refuses to sell. Injured Ensign Stubble is delivered to the Osborne Lodgings and gives news of the war. Jos panics, but Amelia and Mrs. O?Dowd won't leave without their husbands. Jos finds Becky who sells her horses to him. George is killed in battle, and when the army returns triumphantly to Brussels, Dobbin has to break the news to Amelia. Back in England, Dobbin takes Amelia to George?s grave where Mr. Osborne, also grieving, refuses to acknowledge Amelia. Miss Crawley also refuses to see Rawdon and Becky, although the former has returned a hero.

Becky and Rawdon are short of money and have been disinherited by Miss Crawley. When the doctors persuade Mrs. Bute Crawley to take Miss Crawley to the park for some air, they see Becky and Rawdon but ignore them. George still visits Amelia but his father is encouraging visits from Miss Swartz. There is a big fight and George announces that he is going to marry Amelia. Dobbin tries to be an intermediary between Mr. Sedley and George but without success. Becky discovers that Miss Crawley is going to Brighton. George and Amelia get married and they, too, are going to Brighton, so Rawdon, Becky and Jos agree to join them. George is glad to have some male company, and Becky plans to meet up with Miss Crawley and try to be friends again. Although George is only just married, he finds Becky fascinating, to Amelia's distress. Becky has no success with Miss Crawley.

Becky Sharp is installed as governess with Sir Pitt Crawley in the country. The family awaits the arrival of Miss Crawley, Sir Pitt?s wealthy sister. When Miss Crawley arrives, the whole family dances attendance, but she instantly takes a shine to Becky, which upsets other members of the family. Rawdon Crawley, Sir Pitt?s son, also falls in love with Becky. Miss Crawley is taken ill so she returns to her Park Lane home, taking Becky with her. Meanwhile, George Osborne is being rather offhand with Amelia and doesn't want to rush into marriage. He does, however, invite her to dinner at the Osborne house. He borrows some money from Dobbin to buy her a present but he spends it on himself instead. George?s father is not keen for him to marry Amelia, as he knows that her father is having some financial difficulties. Miss Crawley?s health improves on her return to London.

The prologue introduces Becky in 1803, when she is 10 years old and her father is a painting master. In 1813, she leaves Miss Pinkerton?s school where she has been taught and helped to teach French. She goes to stay with her friend Amelia Sedley in London for a few days before she takes up her position as a governess. She meets Amelia?s brother, Joseph, home from India, who is flattered by her attention. Becky, Jos, Amelia and her beau, George Osborne, go to Vauxhall Gardens, accompanied by Captain William Dobbin. Jos wants to marry Becky, but gets very drunk and starts fighting before he can propose. George is not keen for Jos to marry Becky and frightens him off. Becky immediately leaves Russell Square to take up her appointment with Sir Pitt Crawley. She meets him in London and is shocked to find him living in an old dilapidated house with only the charwoman.