This movie is based on the novel by William Makepeace Thackeray. I've never read the novel, but I would bet it is much better than the movie. It is set in the 1800's in London. Reese Witherspoon plays Becky Sharp, a girl who starts low in society, but spends her whole life working her way up. Is it worth it? What will she lose along the way? I found the movie a little slow and not that exciting. I enjoy movies set in this time period, but if you didn't you would probably be very bored with the movie. Reese Witherspoon's character is interesting and so are some of the other characters, but overall I can't say I recommend the movie. If nothing else is on, watch it, but otherwise don't go out of your way.