Becky contrives to scheme and plot her way into society, grasping and avaricious in her desire to climb the social ladder, letting nothing or anyone get in her way. When, while visiting her best friend, the well to do Amelia Sedley, Becky's plan to snare her best friend's socially inept, older brother fails, foiled by Amelia's snobbish fiance, George Osborne, Becky takes her failure in stride. Later, while working as a governess in the household of the lecherous Sir Pitt, she, instead, manages to marry Sir Pitt's handsome and dashing son, Rawdon.

Her own star on the ascendant, Becky does not let friendhip get in the way of appeasing her own, ever preening vanity. The naive Amelia, whose own star is on the wane, her family having lost their fortune, is now married to the rakish George Osborne. Becky does not trouble herself one wit on her friend's behalf and does not hesitate to flirt outrageously with her George, much to Amelia's dismay. Becky does not care, as long as it is she who is the belle of the ball. Becky travels the capital cities of Europe with her husband, Rawdon, living a lavish lifestyle, while playing a dangerous game of love with her many admirers, a denizen of playboys, rakes, and titled nobility. Still, all good things must end, and Becky ultimately finds herself worse off than when she started, having lost everything, including her husband and good name.

After many years, Becky ultimately comes face to face with her old friend, Amelia, whom she had treated so badly, but who, nonetheless, wishes to help her, now that Becky is down on her luck. Seeing that Amelia, however, is living a lie, having deified her now dead husband to the exclusion of her true admirer and secret benefactor, the long suffering Lt. Dobbin, Becky finds salvation in putting to right something that Amelia has had before her very eyes all along, but has missed seeing. Becky restores to Amelia the only chance she has left at finding happiness and, in doing that, finds redemption.

This 1967 production boasts a vary good cast, as well as lush costumes. It suffers, however, from some of the production values that were par for the course in those days. Harsh lighting that, at times, leeches the color from the sets is rampant throughout the production. There is also an ocassional transition from film to video which is jarring to the eye. Notwithstanding this, it is still an enjoyable period piece and a very good adaptation of Thackeray's famous novel, though it pales in comparison to more lavish, recent productions.