"The first feature length film to use three-strip Technicolor film. Adapted from a play that was adapted from William Makepeace Thackeray's book "Vanity Fair", the film looks at the English class system during the Napoleonic Wars era."
Miriam Hopkins
as Becky Sharp
Frances Dee
as Amelia Sedley
Cedric Hardwicke
as Marquis of Steyne
Billie Burke
as Lady Bareacres
Alison Skipworth
as Miss Crawley
Nigel Bruce
as Joseph Sedley
Alan Mowbray
as Rawdon Crawley
G.P. Huntley
as George Osborne
William Stack
as Pitt Crawley
George Hassell
as Sir Pitt Crawley
William Faversham
as Duke of Wellington
Charles Richman
as Gen. Tufto
Doris Lloyd
as Duchess of Richmond
Colin Tapley
as William Dobbin
Leonard Mudie
as Tarquin
May Beatty
as Briggs
Charles Coleman
as Bowles
Bunny Beatty
as Lady Blanche
Finis Barton
as Miss Flowery
Olaf Hytten
as The Prince Regent
Pauline Garon
as Fifine
Jimmy Robinson
as Sedley's Page
Elspeth Dudgeon
as Miss Pinkerton
Tempe Pigott
as The Charwoman
Ottola Nesmith
as Lady Jane Crawley
Joan Arnold
as Girl (uncredited)
Billie Bellport
Mrs. Leslie Carter
as Woman (uncredited)
Will Geer
as Spectator (uncredited)
Gaston Glass
as British Officer (uncredited)
Creighton Hale
Keith Hitchcock
Viola Moore
as Laura (uncredited)
Pat Nixon
as Ballroom Dancer (uncredited)
C. Montague Shaw
as British Nobleman (uncredited)
Pat Somerset
John Warburton
as Beau Brummel (uncredited)
Madeline Wilson
Francis Edward Faragoh
Screenplay
William Makepeace Thackeray
Novel
Langdon Mitchell
Theatre Play
Rouben Mamoulian
Director
Wiard B. Ihnen
Assistant Art Director
Archie Marshek
Editor
Roy Webb
Music Director
W. Argyle Nelson
Assistant Director
Earl A. Wolcott
Sound
Ray Rennahan
Director of Photography
John London
Production Assistant