Vanity Fair is a 1932 American pre-Code drama film directed by Chester M. Franklin and starring Myrna Loy, Conway Tearle and Anthony Bushell. The film is modernized adaptation of William Makepeace Thackeray's 1848 novel of the same name with the original Regency-era story reset in Twentieth Century Britain. Three years later Thackeray's novel was adapted again as Becky Sharp, the first three-strip technicolor film. Plot This film adaptation's storyline begins around 1920 and concludes in 1933. In its opening scene a limousine is traveling down a road outside London. In the car are two passengers, Amelia Sedley (Barbara Kent) and her friend Becky Sharp (Myrna Loy), young ladies who agewise are in their twenties. Amelia is from a rich, well-connected family, while Becky is from very modest means and has no family at all. Given Becky's circumstances, Amelia has invited her to her home for the Christmas holidays. At the Sedley estate Amelia's family welcomes their guest, but the mother is soon wary of her. Those suspicions are warranted, for Becky aims to use her beauty and guile to gain wealth and privilege by climbing England's social ladder. Her first target for achieving those goals is Joseph, Amelia's much-older brother (Billy Bevan). After Becky tries unsuccessfully to trap him into marriage, Mrs. Sedley sees her cuddling in the home's drawing room with her daughter's fiancé, George Osborne. Disgusted, the mother calls "Miss Sharp" into the adjoining room, where she advises Becky to leave immediately so she can begin the job she had accepted before the holidays, that of governess for the family of Sir Pitt Crawley. Becky heeds the thinly veiled advice and departs. Upon her arrival at the residence of Lord Crawley, Becky quickly stirs the passions of both the elderly Sir Pitt and his son Rawdon (Conway Tearle). The new governess entices them with her suggestive comments and by allowing each man into her bedroom at night while she glides about in her satin pajamas. Soon she and Rawdon begin a secretive affair, but Sir Pitt finally catches them together in Becky's bedroom. There they inform him they had married the previous day. That news enrages the old man, who orders his son and his "shameless little hussy" out of his house. Relocating to a townhouse in London's Mayfair district, Becky and Rawdon feel the financial strains of being cut off from Lord Crawley and his wealth. The