Germany after Amelia told him Becky was there. He invites her to come and live in India with him, and she delightedly accepts. They depart to make a new life for themselves. Cast Reese Witherspoon as Rebecca "Becky" Sharp Crawley Angelica Mandy as a young Becky Sharp Romola Garai as Amelia Sedley Osborne Sophie Hunter as Maria Osborne James Purefoy as Colonel Rawdon Crawley Jonathan Rhys-Meyers as Captain George Henry Osborne Rhys Ifans as Major William Dobbin Eileen Atkins as Miss Matilda Crawley Geraldine McEwan as the Countess of Southdown Gabriel Byrne as the Marquess of Steyne Bob Hoskins as Sir Pitt Crawley the Elder Douglas Hodge as Sir Pitt Crawley the Younger Natasha Little as Lady Jane Sheepshanks Crawley John Woodvine as Lord Bareacres Barbara Leigh-Hunt as Lady Bareacres Nicholas Jones as Lord Darlington Sian Thomas as Lady Darlington Trevor Cooper as General Tufto Kelly Hunter as the Marchioness of Steyne Camilla Rutherford as Lady Gaunt Alexandra Staden as Lady George Jim Broadbent as Mr. Osborne Tony Maudsley as Joseph "Jos" Sedley John Franklyn-Robbins as Mr. John Sedley Deborah Findlay as Mrs. Mary Sedley Daniel Hay as little George "Georgy" Osborne the Younger Tom Sturridge as a young George "Georgy" Osborne the Younger Kathryn Drysdale as Rhoda Swartz Ruth Sheen as Miss Pinkerton Richard McCabe as King George IV Gledis Cinque as an older Celia Crawley William Melling as the young Rawdy Crawley Robert Pattinson as an older Sir Rawdon "Rawdy" Crawley the Younger (deleted scenes) Production The film adaptation of Vanity Fair had been in development for over 10 years, with writers Matthew Faulk and Mark Skeet working on the screenplay. Mira Nair became attached to the project in 2002 and scrapped most of the initial screenplay. She brought Julian Fellowes in to rewrite the film; he agreed with her that the character of Becky Sharp should be made more sympathetic than in the novel. The ending was also changed, with Becky journeying to India with Joseph Sedley. The film had a budget of $23 million and originally was supposed to be in pre-production for 18 weeks. However, Reese Witherspoon became pregnant so it was necessary to speed up both pre-production and filming. Vanity Fair was shot in Bath, Kent, the Chatham Dockyard, and at Stanway House in Gloucestershire. Robert Pattinson initially had a small but important role as the grown up son of Becky Sharp. He later