I love the Thackeray novel on which this film is based. And while this modern version of Becky Sharp's story is a B film, the casting of Loy, in her first top-billed role, is rather fascinating.<br /><br />Before Loy became MGM's reigning good girl in scores of genteel and comic roles, she was an actress. VANITY FAIR was Loy's follow-up film to EMMA, in which she played a snotty and greedy daughter who almost destroys the loyal housekeeper (Marie Dressler).<br /><br />Loy's Becky is much nastier than Miriam Hopkins' version 3 years later in BECKY SHARP. Loy's Becky is very much a pre-Code film character with her plunging necklines and amoral ways. It's the type of character that Jean Harlow or Clara Bow could easily have played, but Becky here is still supposed to be of the genteel set. That's what makes her fallen character so tragic.<br /><br />In counterpoint to Loy's grasping Becky is the goody goody Amelia (Barbara Kent) who is just not an interesting character. Mary Forbes is icily good as Mrs. Sedley. Most of the other actors in this version are pretty blah: Conway Tearle as Rawdon; Walter Byron as Osborne; Anthony Bushell as Dobbin. Others are nearly Dickensian is their quirkiness: Billy Bevan as Joseph; Lionel Belmore as Crawley; Montagu Love as the Marquis; Lilyan Irene as Polly the maid; Elspeth Dudgeon as the housekeeper.<br /><br />Loy is front and center throughout. While the ending is rather shocking, she has several excellent scenes, such as the gambling scene in the casino where she tries to steal another woman's winning roulette bet. The more Loy's Becky descends morally, the more beautiful she gets until she is finally "caught." Bottom line here is that this is a very solid performance by Loy in a film that should be seen.