Cast
- 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 Captain William Dobbin
- Leonard Mudie as Tarquin
- Charles Coleman as Bowles
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