Vanity Fair is a 1932 American pre-Code drama film directed by Chester M. Franklin and starring Myrna Loy, Conway Tearle and Anthony Bushell.

The film is modernized adaptation of William Makepeace Thackeray's 1848 novel of the same name with the original Regency-era story reset in Twentieth Century Britain.

In the car are two passengers, Amelia Sedley (Barbara Kent) and her friend Becky Sharp (Myrna Loy), young ladies who agewise are in their twenties.

After Becky tries unsuccessfully to trap him into marriage, Mrs. Sedley sees her cuddling in the home's drawing room with her daughter's fiancé, George Osborne.

Disgusted, the mother calls "Miss Sharp" into the adjoining room, where she advises Becky to leave immediately so she can begin the job she had accepted before the holidays, that of governess for the family of Sir Pitt Crawley.

[2][3] Upon her arrival at the residence of Lord Crawley, Becky quickly stirs the passions of both the elderly Sir Pitt and his son Rawdon (Conway Tearle).

Relocating to a townhouse in London's Mayfair district, Becky and Rawdon feel the financial strains of being cut off from Lord Crawley and his wealth.

Subsequently she also learns that her friend's devotion to George's memory and her mistaken belief in his fidelity have led Amelia to refuse repeated marriage proposals from Dobbin, a gentleman who has adored her for years.

The film sequence that follows shows the passage of more years and the ongoing disintegration of Becky's life, which has become a daily struggle marked by petty crimes, prostitution, and meager funds.

However the theme will not appeal to the average filmgoer since it is seldom possible to hold interest in a story in which the heroine is not worthy ... Myrna Loy was an excellent choice for Becky.

[8] The influential publication found Conway Tearle's performance to be the only aspect of the production that was truly noteworthy: Vanity Fair's slow tempo, English accents, and draggy direction does not help it any.

But her part is so unsympathetic and the string of gents she trims appear such boobs that there is no cause for the audience to get enthusiastic or vitally interested ... Conway Tearle is her main victim, and after going along for half the distance, suddenly drops out of the picture, and you never see or hear from him again.