Prizefighter Mason loses his opening fight so wife Rose leaves him for Hollywood. Without her around Mason trains and starts winning. Rose comes back and wants Mason to dump his manager Regan and replace him with her secret lover Lewis.

In early 19th century England, ambitious and ruthless orphan Rebecca Sharp advances from the position of governess to the heights of British society. The first feature length film to use three-strip Technicolor.

A small-time hood shoots his way to the top, but how long can he stay there?