Vanity Fair is a 2004 historical drama film directed by Mira Nair and adapted from William Makepeace Thackeray's 1848 novel of the same name. The novel has been the subject of numerous television and film adaptations. Nair's version made notable changes in the development of the main character Becky Sharp, played by Reese Witherspoon.

The film received several awards and nominations, including being nominated for the Golden Lion at the 2004 Venice Film Festival.

In 1802 UK, Becky Sharp, the orphaned daughter of a poor painter, has finished her studies and offered to be a governess to Sir Pitt Crawley's daughters. Before starting, she travels to London with her close friend Amelia Sedley and her family. While there she begins a campaign to charm Amelia's awkward and overweight brother "Jos" Sedley, a wealthy trader living in India. Smitten with Becky, he almost proposes, but is dissuaded by Amelia's snobbish fiancé George Osborne, reminding him that Becky has no dowry.

Not finding a rich husband, Becky takes up her post. Horrified by the house and her employer Sir Pitt, she diligently teaches his daughters and prepares the house for his half-sister Miss Crawley. His youngest son, Rawdon Crawley, an army captain, comes with them and immediately fancies Becky. She manages to secure a post with ill-tempered Miss Crawley.

Meanwhile, Amelia's prospective father-in-law, Mr. Osborne, is trying to arrange a more advantageous marriage for his son George. When George refuses to consider her, Mr. Osborne bankrupts Mr. Sedley, forcing George to break his engagement to Amelia. She now lives in squalor with her family but is hopeful he will come for her, believing the gift of a piano from George's friend Dobbin is from George himself.

Rawdon Crawley and Becky marry secretly, but Miss Crawley soon finds out expelling her from her house and disinheriting Rawdon. George Osborne marries Amelia, rebelling against his father, and is soon after deployed with Dobbin and Rawdon to Belgium, as Napoleon escaped Elba and returned to France. Becky and Amelia accompany their husbands. The newly-wedded Osborne tires of Amelia, and hits on Becky. The ball they are attending is interrupted by an announcement that Napoleon has attacked, and they must march in three hours. Before leaving, Rawdon gives Becky all he's won at cards. The next day, as she tries to flee the city, she sees Amelia in the mob and leaves her carriage to be with her in Brussels, waiting out the battle.

In the ensuing Battle of Waterloo, George is killed and Rawdon survives. Amelia bears his son, also named George. Mr. Osborne refuses to acknowledge his grandson, so Amelia returns to live in poverty with her parents. Now-Major William Dobbin, young George's godfather, continues to show his love for the widowed Amelia by small kindnesses. She is too in love with George's memory to return Dobbin's affections. Saddened, he transfers to an army post in India. Meanwhile, Becky's son is also named after his father.

Several years pass. Rawdon has been passed over for inheritance by both his aunt and father, and they are sinking deep into debt. Amelia struggles to raise her son and reluctantly gives him up to be raised by his grandfather Mr. Osborne, for a fine education and lifestyle. Bailiffs arrive to repossess the Crawleys' furniture, but Becky is saved by their neighbor Lord Steyne, who she remembers from the past as a keen buyer of her father's paintings. He becomes her patron, giving her money and introducing her to London high society.