- Becky Sharp: Rawdon, wait! WAIT! I'm sorry! You cannot know the journey I have made.
- Rawdon Crawley: I should. I traveled it with you.
- Becky Sharp: Not from the beginning. Rawdon, in my way, I have love you.
- Rawdon Crawley: Then that has been your misfortune.
- Rawdon Crawley: [pauses]
- Rawdon Crawley: Goodbye Rebecca.
- [leaves]
- Becky Sharp: [screams in despair]
- Miss Matilda Crawley: Oh, please tell me there's something disreputable in your past
- Becky Sharp: Well, my father was an artist
- Miss Matilda Crawley: Ah, that's better, a starving one I hope
- Becky Sharp: Absolutely ravenous
- George Osborne: [as Becky plays a piano forte] So, Miss Sharp. How do you like your new place?
- Becky Sharp: My place? How kind of you to remind me. It's quite tolerable, thank you. And they treat me very well. But then, this is a gentleman's family... and quite a change from tradespeople.
- George Osborne: You seemed to like tradespeople well enough last year.
- Becky Sharp: Joseph Sedley, you mean? It's true. If he'd ask me, I would not have said no.
- George Osborne: How very obliging of you.
- Becky Sharp: I know what you're thinking. What an honor to have had you for a brother in-law. Captain George Osborne, son of John Osborne, Esquire, son of... what was your grandfather?
- [George remains silent and stern]
- Becky Sharp: Never mind. You cannot help your pedigree.
- Amelia Sedley: [the clock strikes midnight at the Waterloo ball] George, shouldn't we rest now? There may be a battle in the morning.
- George Osborne: Go to bed if you're tired, my dear. Sweet dreams.
- [Dances with Becky]
- George Osborne: Are you tired, you wicked woman?
- Becky Sharp: [laughing] I'm not a child, Captain Osborne. Not like your brainless little Amelia. Ambition doesn't tire. Evil never sleeps.
- Becky Sharp: Are you trying to steer me towards an indiscretion?
- Rawdon Crawley: Would you like me to?
- Becky Sharp: No man has managed it yet.
- Miss Matilda Crawley: Keep your toadying until I get to a fire. You can suck up all you wish once I'm warm.
- Miss Matilda Crawley: [Rawdon gives Becky a note, and there is a sound as she throws it into a bowl of water] What was that?
- Becky Sharp: Nothing. False note.
- Becky Sharp: I'll manage.
- Rawdon Crawley: Won't you just. There never was a woman that could manage like you, Becky Sharp.
- The Marquess of Steyne: They'll bully you and patronize you. But that's what you want I suppose?
- Becky Sharp: I do.
- Becky Sharp: [singing] Under the graves, Under floods that are deepest, Which Neptune obey, Over rocks that are steepest, Love will find out, The way...
- Mr. Sedley: Let Jos marry whom he likes. She has no fortune, but nor had you. Better her than a black, Mrs. Sedley, from Boggley Wollah and her dozen mahogany grandchildren.
- Mrs. Sedley: I wish Jos wasn't taking her to this silly Vauxhall picnic. He'll drink too much, and who knows what he'll say if the little minx works on him.
- Joseph Sedley: I surrender. I am your prisoner.
- Becky Sharp: You have only to ask and I shall release you.
- Joseph Sedley: But, why would I ever want that?
- Becky Sharp: Mr. Pitt Crawley, meanwhile, has the charm of an undertaker - and the humor of a corpse.
- Sir Pitt Crawley: No lights after 11:00, you little hussy. Go to bed in the dark, unless you'd like me to come in for your candle every night, hmm?
- Pitt Crawley: Miss Sharp, I thought you might like to see my pamphlet on the Chickasaw tribes.
- Becky Sharp: I swear, Mr. Crawley, you must be a mind reader. For there is no subject of more interest to me.
- Rawdon Crawley: You must be bored as a brick down here.
- Becky Sharp: I have your father and brother for company.
- Rawdon Crawley: Precisely.
- George Osborne: I hope your dance card isn't quite filled yet.
- Becky Sharp: Hardly. I've just arrived.
- George Osborne: I am the early bird, then.
- Becky Sharp: And I, presumably, the worm?
- Lady Jane Sheepshanks: I like Miss Sharp.
- Lady Southdown: Caesar liked Brutus and look where it got him.
- Lady Southdown: Do you remember when you told us all at Queen's Crawley - that you adored imprudent marriages?
- Miss Matilda Crawley: *Not* in real life.
- Becky Sharp: Didn't Eleanor of Aquitaine ride into battle pregnant and bare-breasted?
- Rawdon Crawley: By Gad, if there's a woman alive who could do the same, it's you!
- William Dobbin: Be careful of the model, Mrs. Crawley. Queen Eleanor was locked up by her husband.
- Becky Sharp: And emerged from her prison to govern England.
- The Marquess of Steyne: You will be bored there. My wife is as gay as Lady Macbeth and my daughters-in-law as cheerful as Goneril and Regan.
- The Marquess of Steyne: It's the women who keep the doors of society closed. They do not like outsiders to discover that there's nothing behind them.
- The Marquess of Steyne: This is my house. If I invite the trash from every prison and brothel in London, you will receive them and you'll make them welcome.
- William Dobbin: I know what your heart is capable of. It can cling faithfully to a misty memory and cherish a dream, but it cannot recognize or return a love like mine.
- Becky Sharp: [singing] So fold thyself, My dearest, thou, And slip, Into my bosom, And be lost, In me...
- Lady Gaunt: Precedence would make that a little difficult, sir.
- The King: I am the King, Lady Gaunt. I confer precedence.
- Becky Sharp: You cannot know the journey that I have made.
- Rawdon Crawley: Oh, I should. I traveled with you.
- The Marquess of Steyne: Perhaps then we could see a little more of each other.
- Becky Sharp: Aren't you forgetting my husband?
- The Marquess of Steyne: I never forget anything, Mrs. Crawley. Least of all an unpaid debt.
- The Marquess of Steyne: The chief advantage of being born into society - is that one learns early what a tawdry puppet play it is.