19世纪的英国，出身贫寒但野心勃勃的贝姬·夏普(瑞茜·威瑟斯朋)，从小就立志不惜用任何手段进入上流社会，本片讲述的就是她如何利用自己的美貌与智慧征服世界的历程。 　　贝姬先是在爵士彼特·考利家担任家庭教师，在那里，她不但获得了孩子们的喜欢，还得到了考利家的老处女姑妈玛蒂尔达的赞赏。但是，贝姬心里清楚，如果不离开乡村去到伦敦生活就不能真正的进入英国上流社会。所以当玛蒂尔达姑妈邀请贝姬去伦敦时，贝姬毫不犹豫地接受了邀请。在伦敦，贝姬再次遇到了她在平克敦学院时的好朋友、出身富裕的艾米利亚·塞德利(罗莫拉·盖瑞)。 　　艾米利亚爱上了迷人的军官乔治(乔纳森·迈勒斯)，并不顾家庭反对毅然嫁给了他，而贝姬也秘密地和罗顿·考利(詹姆斯·普尔弗伊)、考利家族最有可能的继承人结了婚，玛蒂尔达一气之下将新婚的小两口赶出了家门。这时，拿破仑再次发动了对欧洲各国的战争，乔治和罗顿都应召入伍，只剩两个好友相依为命…… 　　William Makepeace Thackeray's satire Vanity Fair (first published in magazine installments, 1874-78) is a "Novel Without a Hero," as its subtitle proclaims, but it is not without a villain who has her reasons: Becky Sharp is a young woman lacking a fortune or a position in British society in the first half of the 19th century and is forced to make her way on her wits while happily unencumbered by scruples or morals. She is, in Thackeray's view, the ideal person in a world full of hypocrisy and materialism. In a contemporary world she is scarcely less so. Director Mira Nair might have attempted a modern version for her film adaptation, but she chose instead to go back to the original setting and cast Reese Witherspoon as Sharp. That compels composer Mychael Danna to write music in the style of the day, which means orchestral scores with classical and romantic antecedents, as well as chamber music. She sets poems by Lord Byron and Alfred, Lord Tennyson to tunes and has them sung by Sissel and Custer LaRue, respectively. She references Beethoven and Haydn, and even flirts anachronistically with Tchaikovsky when she gets to the battle of Waterloo. There isn't much suggestion of Thackeray's social criticism, at least in the music; the composer seems to have concentrated on matching the scenery and the costumes. Toward the end, there are a couple of Indian songs, "El Salaam," by Hakim, and "Gori Re," sung by Shankar Mahadevan and Richa Sharma, that come as a surprise and seem out of place.