Becky is determined to make something of herself. She accepts a job as a nanny for the children of Sir Pitt Crawley. Becky catches the eye of Crawley's son Rawdon. Becky is introduced to London's most exclusive social circle, where she becomes re-acquainted with Amelia. Becky weds Rawdon, but the social and economic stability she dreamed of begins to collapse when he begins drowning his troubles, and soon she turns to the powerful Marquess of Steyne for support. Meanwhile, Amelia's fortunes fall even harder following the death of her husband.