Reese Witherspoon as Becky Sharp

James Purefoy as Rawdon Crawley

Jonathan Rhys Meyers as George Osborne

Romola Garai as Amelia Sedley

Gabriel Byrne as The Marquess of Steyne

Rhys Ifans as William Dobbin

Jim Broadbent as Mr. Osborne

Bob Hoskins as Sir Pitt Crawley

Eileen Atkins as Miss Matilda Crawley

Tony Maudsley as Joseph Sedley

Douglas Hodge as Pitt Crawley

Tom Sturridge as Older Georgy Osborne

Ruth Sheen as Miss Pinkerton

William Melling as Rawdy

Barbara Leigh-Hunt as Lady Bareacres

Roger Lloyd Pack as Francis Sharp

Angelica Mandy as Young Becky

Deborah Findlay as Mrs. Sedley

John Franklyn-Robbins as Mr. Sedley

Tim Preece as Horrocks

Natasha Little as Lady Jane Sheepshanks

Geraldine McEwan as Lady Southdown

Kathryn Drysdale as Rhoda Swartz

Kelly Hunter as Lady Steyne

Richard McCabe as The King

John Woodvine as Lord Bareacres

Robert Pattinson as Older Rawdy Crawley (uncredited)

Nikita Ramsey as Public School Girl (uncredited)

Jade Ramsey as Public School Girl (uncredited)

Chloe Treend as Dancer - 'Slave Dance'

Amanda Courtney-Davies as Dancer - 'Slave Dance' (as Amanda Courtney Davies)