Becky Sharp is the main character in the novel Vanity Fair by William Makepeace Thackeray, first published in 1847. The ruthless, self-willed and beautiful Becky is one of the most famous characters in English literature.

The 1935 film Becky Sharp, based on the novel, tells the story of a lower-class girl who insinuates herself into an upper class family, only to see her life and the lives of those around her destroyed. It stars Miriam Hopkins, Frances Dee, Cedric Hardwicke, Billie Burke, Alison Skipworth , Nigel Bruce and Alan Mowbray.

The movie was adapted by Francis Edward Faragoh from the play by Langdon Mitchell , which was adapted from the original novel by Thackeray. It was directed by Rouben Mamoulian and Lowell Sherman .

The movie was nominated for the Academy Award for Best Actress (Miriam Hopkins).

Lowell Sherman developed pneumonia early in filming, and had to leave the production. His replacement, Mamoulian, scrapped all of the original footage and started over.

Becky Sharp was the first feature length film to use the three-strip Technicolor process.