Reese Witherspoon as Becky Sharp

Eileen Atkins as Miss Matilda Crawley

Jim Broadbent as Mr. Osborne

Gabriel Byrne as The Marquess of Steyne

Romola Garai as Amelia Sedley

Bob Hoskins as Sir Pitt Crawley

Rhys Ifans as William Dobbin

Geraldine McEwan as Lady Southdown

James Purefoy as Rawdon Crawley

Jonathan Rhys Meyers as George Osborne

Douglas Hodge as Pitt Crawley

Natasha Little as Lady Jane Sheepshanks

Tony Maudsley as Joseph Sedley

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

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)

Kate Fleetwood as Miss Pinkerton's Crone

Lillete Dubey as Ms. Green

Paul Bazely as Biju

Charlie Beall as Gambler

David Sterne as Queen's Crawley Mail Coach Driver

Meg Wynn Owen as Lady Crawley

Helen Coker as Firkin

Tim Seely as Doctor

Sophie Hunter as Maria Osborne

Paul Bentall as Coalman

Sean McKenzie as Auctioneer

Nicholas Jones as Lord Darlington

Sian Thomas as Lady Darlington

Trevor Cooper as General Tufto

Brian Pettifer as Mr. Raggles

Steven Elder as Curzon Street Footman

Gabrielle Lloyd as Nursemaid

Daniel Hay as Georgy

Niall O'Brien as Mr. Moss

Anu Gopalakrishnan as Desert Beauty

Tom Beard as Officer

Gledis Cinque as Celia Crawley

Thomas Grant as Little Pitt

Camilla Rutherford as Lady Gaunt

Alexandra Staden as Lady George

Jonny Phillips as Mr. Wenham

Veerendra Saxena as Coventry Island Man

Bruce Mackinnon as Casino Boy

Mathew Horne as Casino Boy

Tim Bentinck as German Official

Andrew Price as Casino Stranger

Chloe Treend as Dancer - 'Slave Dance'

Louise Rhian Poole as Dancer - 'Slave Dance' (as Louise Weekley)

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

Sarah Mogg as Dancer - 'Slave Dance'

Tracey Lushington as Dancer - 'Slave Dance'

Sandy Borne as Dancer - 'Slave Dance'

Stephenie McMillan as Dancer - 'Slave Dance'

Suzanne Thomas as Dancer - 'Slave Dance'

Mari Baade as Dancer - 'Slave Dance'

K. Knight as Dancer - 'Slave Dance'

Sylvano Clarke as Dancer - 'Slave Dance'

Nikita Ramsey as Public School Girl (uncredited)

Jade Ramsey as Public School Girl (uncredited)