
In early 19th century England, ambitious and ruthless orphan Rebecca Sharp advances from the position of governess to the heights of British society. The first feature length film to use three-strip Technicolor.
Cast

Miriam Hopkins
Becky Sharp

Frances Dee
Amelia Sedley

Cedric Hardwicke
Marquis of Steyne

Billie Burke
Lady Bareacres

Alison Skipworth
Miss Crawley

Nigel Bruce
Joseph Sedley

Alan Mowbray
Rawdon Crawley

G.P. Huntley
George Osborne

William Stack
Pitt Crawley

George Hassell
Sir Pitt Crawley

William Faversham
Duke of Wellington

Charles Richman
Gen. Tufto

Doris Lloyd
Duchess of Richmond

Colin Tapley
William Dobbin

Leonard Mudie
Tarquin

May Beatty
Briggs

Charles Coleman
Bowles

Bunny Beatty
Lady Blanche

Finis Barton
Miss Flowery

Olaf Hytten
The Prince Regent

Pauline Garon
Fifine
Jimmy Robinson
Sedley's Page

Elspeth Dudgeon
Miss Pinkerton

Tempe Pigott
The Charwoman

Ottola Nesmith
Lady Jane Crawley
Joan Arnold
Girl (uncredited)
Billie Bellport
Girl (uncredited)

Mrs. Leslie Carter
Woman (uncredited)

Will Geer
Spectator (uncredited)

Gaston Glass
British Officer (uncredited)

Creighton Hale
British Officer (uncredited)
Keith Hitchcock
British Officer (uncredited)
Viola Moore
Laura (uncredited)

Pat Nixon
Ballroom Dancer (uncredited)

C. Montague Shaw
British Nobleman (uncredited)

Pat Somerset
British Officer (uncredited)

John Warburton
Beau Brummel (uncredited)
Madeline Wilson
Girl (uncredited)
Crew

Rouben Mamoulian
Director
Francis Edward Faragoh
Screenplay

William Makepeace Thackeray
Novel
Archie Marshek
Editor
Ray Rennahan
Director of Photography
W. Argyle Nelson
Assistant Director
John London
Production Assistant
Wiard B. Ihnen
Assistant Art Director
Earl A. Wolcott
Sound

Roy Webb
Music Director
Langdon Mitchell
Theatre Play



















