Vanity Fair is a drama based on the novel by William Makepeace Thackeray. Best friends Rebecca "Becky" Sharp (Reese Witherspoon) and Amelia Sedley (Romola Garai) are preparing to graduate from finishing school. Before beginning employment as a governess, Becky decides to visit with Amelia's family. She attracts the attention of Amelia's brother Jos (Tony Maudsley), but Amelia's fianc'', Captain George Osborne (Jonathan Rhys Meyers), encourages him to stay away from Becky. Although George does not treat Amelia very well, he worries that his father will not approve of his marriage if Becky, who has no money or family, marries Jo. Becky leaves her friend's home and begins her employment as a governess. The next decade brings marriage, children, and social upheaval for both friends, eventually causing their lives to cross paths again. Directed by Mira Nair, Vanity Fair was nominated for a Golden Lion Award at the Venice Film Festival.