Growing up poor in London, Becky Sharp (Witherspoon) defies her poverty-stricken background and ascends the social ladder alongside her best friend, Amelia.

Becky Sharp: Revenge may be wicked, but it's perfectly natural.
Becky Sharp: Rawdon, wait! WAIT! I'm sorry! You cannot know the journey I have made.
Rawdon Crawley: I should. I traveled it with you.
Becky Sharp: Not from the beginning. Rawdon, in my way, I have love you.
Rawdon Crawley: Then that has been your misfortune.
Rawdon Crawley: [pauses]
Rawdon Crawley: Goodbye Rebecca.
[leaves]
Becky Sharp: [screams in despair]
Amelia Sedley: [the clock strikes midnight at the Waterloo ball] George, shouldn't we rest now? There may be a battle in the morning.
George Osborne: Go to bed if you're tired, my dear. Sweet dreams.
[Dances with Becky]
George Osborne: Are you tired, you wicked woman?
Becky Sharp: [laughing] I'm not a child, Captain Osborne. Not like your brainless little Amelia. Ambition doesn't tire. Evil never sleeps.
Rawdon Crawley: She talks like Oliver Cromwell and thinks like Charles I.
Amelia Sedley: This is all just a blessing in disguise
Becky Sharp: Well, the disguise is convincing
Becky Sharp: Two men and two men only will enter my bedchamber. My husband and the doctor.
Becky Sharp: I'll manage.
Rawdon Crawley: Won't you just. There never was a woman that could manage like you, Becky Sharp.
The Marquess of Steyne: They'll bully you and patronize you. But that's what you want I suppose?
Becky Sharp: I do.
Miss Matilda Crawley: Oh, please tell me there's something disreputable in your past
Becky Sharp: Well, my father was an artist
Miss Matilda Crawley: Ah, that's better, a starving one I hope
Becky Sharp: Absolutely ravenous
Mrs. Sedley: I thought her a mere social climber, but now I see she's a mountineer
Miss Matilda Crawley: [Rawdon gives Becky a note, and there is a sound as she throws it into a bowl of water] What was that?
Becky Sharp: Nothing. False note.
George Osborne: [as Becky plays a piano forte] So, Miss Sharp. How do you like your new place?
Becky Sharp: My place? How kind of you to remind me. It's quite tolerable, thank you. And they treat me very well. But then, this is a gentleman's family... and quite a change from tradespeople.
George Osborne: You seemed to like tradespeople well enough last year.
Becky Sharp: Joseph Sedley, you mean? It's true. If he'd ask me, I would not have said no.
George Osborne: How very obliging of you.
Becky Sharp: I know what you're thinking. What an honor to have had you for a brother in-law. Captain George Osborne, son of John Osborne, Esquire, son of... what was your grandfather?
[George remains silent and stern]
Becky Sharp: Never mind. You cannot help your pedigree.
Becky Sharp: Are you trying to steer me towards an indiscretion?
Rawdon Crawley: Would you like me to?
Becky Sharp: No man has managed it yet.
Amelia Sedley: [to Becky] If you have stolen my last night with him I will never forgive you!
Miss Matilda Crawley: Keep your toadying until I get to a fire. You can suck up all you wish once I'm warm.
Miss Matilda Crawley: How do I look?
Becky Sharp: A good deal stronger. They will be disappointed.
Becky Sharp: [as Rawdon is about to leave for battle] You won't do anything brave, will you?
Maria Osborne: George is engaged. It's understood.
Mr. Osborne: And it can be un-understood.
Rawdon Crawley: What? Tears? Tears from my strong, little Becky?

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