Original subtitles

���[PianoArpeggios ]

[Woman Singing] �� She walks in beauty ��

�� Like the night ��

�� Ofcloudless climes ��

�� And starry skies ��

�� And all that's best ��

�� Ofdark and bright ��

�� Meet in her aspect ��

�� And her eyes ��

�� Thus mellow'd to that tender light ��

�� Which heaven to gaudy day ��

�� Denies ��

�� She walks in beauty ��

�� Like the night ��

�� Ofcloudless climes ��

�� And starry skies ��

�� She walks in beauty ��

�� Like the night ��

�� Ofcloudless climes ��

�� And starry skies ���

[ Dogs Barking ] [ Chatteri ng ]

- Look after your carriage, m ister. - Oh, please, sir! Please!

- [ Girl: As Nobleman ] Is this your daughter, madame? - [ Man Laughing ]

I will take her, half cash down and halfin consuls.

[ Laughing, Coughing ]

Surely, Mama, you cannot sell me to the highest bidder, though he is a lord.

Why ever not, child?

We cannot flout the rules of good society.

[ Woman Chattering, Indistinct ]

[ Squealing, Grunting ]

Mind your backs. Excuse us. [ Chickens Clucking ]

[Girl Puppeteer] You can catch a lord with 30,000--

Is this an inconvenient moment?

I've returned for another look, Mr. Sharp, but I can always come back another time.

No need, mylord. There it is.

Virtue Betrayed.

Look. Look as long as you want.

- And the price? - Four guineas, my lord.J ust as I said.

They're all four guineas.

Not that one! That one is 1 0!

Virtue Betrayed is 1 0 guineas.

- Oh, but that is too much, little miss. - Good.

The model was my late wife. The child doesn't want to part with it.

And ifl giveyou 1 0 guineas for this picture ofyour mother,

will you be happy then to see it go?

No. But it will be too much to refuse.

Hmph. Verywell then.

Ten guineas it shall be.

[ Man ] Mark! [ Chuckling ]

I'm verymuch obliged, sir.

- [Nobleman ] Gooddaytoyou, Mr. Sharp. - Good day, my lord.

The orphanage can take her, but I thought you might find her useful.

With both parents dead, there's no one to fuss.

You can... do what you like with the child.

Hmm. How fluent is her French?

Oh, very. Her motherwas Parisian.

An opera girl.

I see.

Well, the less said about that the better.

Good-bye, Miss Sedley. You are a credit to us.

Take this copy ofthe great Dr.Johnson's dictionary as a token of our good wishes.

Thankyou, Miss Pinkerton.

You've tidied the library? Yes, Miss Green.

And the sheet music? It's all put away?

Yes, it is, Miss Green. Well, what about the study hall?

Haveyou swept it thoroughly? I have and for the last time.

[ Scoffs ] Don't be too sure, Miss Sharp.

Life can be very unpredictable.

Oh, I do hope so, Miss Green.

[ Excited Chatter]

[ Sighs ]

Miss Sharp, I can'tpretend to understand...

whyyou prefer the post of a country governess to your position here.

- Can you not, Miss Pinkerton? - And you feel quite ready to leave us?

[ Speaking French ]

I'm glad to hear it. Then good day toyou, Miss Sharp.

Good day.

[ Girls Bidding Farewell ]

[ Chattering, Laughing ]

Oh, Miss Pinkerton?

Am I not to have myJohnson's dictionary?

Verywell. Hereyou are.

Treat it as a symbol ofthe education we have given you.

I certainlywill, Miss Pinkerton.

[Girls] Bye!

[ Giggling ]

[ Girls Shouting Farewells ]

Sillyoldtrout. She doesn't knowa wordofFrench, though she's too proud to admit it.

Vive la France!

Vive Napoleon!

Becky, how can you be so wicked and vengeful?

And why not? In all the years I spent there,

I only ever knew kind words from you.

Revenge maybe wicked, but it's perfectly natural.

Perhaps it is. Butyou're wrong to make me say so.

Never mind that. Let's talk ofhow I'm to spend myprecious week offreedom.

My fi rst priority is to form an opi nion of Captain Osborne.

I take that duty very seriously, you know.

I t will not tax you. George is quite perfect.

- Andso he should be. Andyourparents? - [ Coachman ] Get on there!

I must confess I 'm a little nervous of them.

J ust be yourself and everyone will love you. I do.

- Tell me more about your brother. -Jos?

[ Laughs ] There's nothing to add to whatyou already know.

He's home on leave from India. The position is a fine one.

It has made him rich.

But I'm afraid his life is a lonely one.

If only he were married.

[ Giggles ] [Laughing]

Come on! Get up!

And what children exactly...

are to have the benefit of your instruction, Miss Sharp?

The daughters ofSir Pitt Crawley ofQueen's Crawley, ma'am.

He's among the first gentlemen ofHampshire.

Orso I was told when I applied for the position.

Mmm. He is not so prominent that we have ever heard of him.

Do you know the county at all? No.

But that does not frighten me. I love to visit new places.

- Really? - Oh, indeed!

How I envy men who can explore for themselves all the wonders ofthe world.

[Silverware Clatters On Plate ]

And, uh, shouldyou like to visit India, doyou think?

India? I cannot think ofanywhere I'd rather see.

The palaces of Del hi, the T aj Mahal, the Burning Ghats--

Have you made a study of I ndia, Miss Sharp?

[ Grunting Chuckle ] Notso much as I wouldlike.

I'm enraptured with every scent and flavor ofthe East.

Oh, gad, ifyou think so.

Biju, fetch a plate.

[ Indistinct ]

Becky, be careful! Those curries can burn!

So, Miss Sharp, how do you find your first taste of I ndia?

[ Pants ] Delicious.

[ Laughs ] ��� [Piano ]

�� Over the mountains ��

�� And over the waves ��

�� Underthe fountains ��

�� And underthe graves ��

�� Under floods that are deepest ��

��Which Neptune obey ��

�� Over rocks that are steepest ��

�� Love will find out��

�� The way ���

[Applause Continue ]

My word, Miss Sharp.

You've the voice of an angel in heaven.

Oh. Yes.

You must have some lessons, my dear.

Captain Dobbin!

Is George not here? Yes. Where is my dear godson?

Pray don't concern yourselves. George sends his regrets.

- Work holds him prisoner. - But he is coming to the picnic at Vauxhall tomorrow?

- Do please say that he is. - Oh, he wouldn't miss it forworlds.

- [ Breathless Chuckle ] - [ Clock Tolling]

Come to bed, now.

You must be finished with all those boring old numbers.

If only I could be.

I wish Jos wasn't taking her to this silly Vauxhall picnic.

He'll drink too much, and who knows what he'll say ifthe little minxworks on him.

LetJos marrywhom he likes. She has no fortune, but nor had you.

[Woman Laughs ] Better her than a black Mrs. Sedley from BoggleyWollah...

and her dozen mahogany grandchildren. Now, now, now.

��� [ East Indian ] [ Chattering ]

��� [ Continues ]

[ Drunken Laughing ] George, your Amelia awaits.

[ Coin Clinks ] Ho-hum, Dobbs.

Unflagging devotion is all verywell, but it does rather take out the challenge.

So tell me, what is the hanger-on governess like?

Amelia. Miss Sharp. Thankyou.

Step carefully now.

[Amelia ] Andhere he is. It's George.

My dear Amelia. I can't tell you how much Becky has been longing to meet you.

I want to be quite sure you're good enough for dear Amelia. [Amelia Giggles ]

And who's to decide? You?

Oh, but, Becky only meant--

Come, Miss Becky.

May I show you the pavilion and all the delights I've prepared for us?

You may show me anything you choose, Mr. Sedley.

She was onlyjoking. I don't care for governesses to joke at my expense.

[ Laughing ] [ Giggling ]

Miss Sharp! Miss Sharp!

I thought I was to help unravel your silks, not to be sold into slavery.

Nonsense, Mr. Sedley.

Stay still, I beg you, or I shall never have them untangled.

[ Laughing ] I surrender.

I am your prisoner.

You have only to ask and I shall releaseyou.

But... whywould I everwant that?

Hmm.

I hopeJos isn't getting in too deep.

Becky is my friend, dearest George.

And I would welcome her as a sister, as I hopeyou would.

[Joseph ] Biiju, we're ready. Hmm.

[ Squawks ]

[Squawking Continues ]

Dearest Miss Sharp, I give him to you.

What? Your beautiful bird?

No, I couldn't!

You sayyou love everything that comes from India.

Take him.

He is my ambassador. [ Clucks Tongue ] [ Squawks ]

Hello. [ Chuckles ]

[ Laughs ]

���[Drums Beating]

[ Chattering, Indistinct ]

���[Drumming Continue ]

[ Squawks ] Amelia!

Well? [ Laughs ]

He called me "dearest" twice, and he squeezed my hand.

And look. He gave me his precious bird.

- Well, surely that is a good sign. - I know! I know!

Feel my heart, how it beats. [ Both Laugh ]

What areyou playing at with the little governess?

- Well, I told her I was-- -Jos.Jos.

You've forgotten how these things work.

Doyou think the fellas down at the club...

would let theirwives dine with a governess?

Seriously,Jos, ifI'm to marryyour sister--

If?

[Amelia ] What are theytalking about? Canyou guess?

Yes. I think I probably can.

��� [Drumming, Music Continue ]

[ Squawks ] [ Gasps ]

[ Man Shouting, I ndistinct ]

Oh, Becky, who knows?

It might turn out to be a blessing in disguise.

The disguise is very convincing.

Good luck.

Here. This is foryou.

Oh. It's one ofmyfather's.

I've nothing else to give.

Oh, I couldn't. Take it.

I wantyou to have it.

At least I know it will be safe with you.

Oh, Becky!

[ Shouting, Indistinct ]

Good stuff!. Inside! [Horse Neighing]

Offl go then.

Couldn't I pay for a seat inside?

They're all taken. But don't worry. I prefer the open air.

[Man ] Hello, madame. Hurryalong now!

Bye!

- [ Sad Chuckle ] - [Man ] Get it on there!

Queen's Crawley!

[ Sighs ]

[ Door Groans, Creaks ]

Yes?

Can you tell Sir Pitt Crawley that Miss Sharp has arrived.

And bring in my trunk ifyou please.

- Miss Sharp? - Yes, Miss Rebecca Sharp.

[ Grunts ] Governess toyour master's children. Now, will you kindly let me pass?

Certainly.

As for telling Sir Pitt, there's no need.

Why not? You've just told him yourself.

[ Chuckles ]

[ Dog Whimpering ]

[Creature Screeching]

[Wings Fluttering]

[Man Chanting] �� Forthese andall Thy othergifts ��

�� May the Lord make us truly thankful ��

�� Amen ��� Ah!

You haven't met Lady Crawley, my dear.

She's the girls' mother. She's not the mother of my sons.

Is she, Pitt? No.

Pitt's mother, my first wife, she was the daughter of a lord,

which makes him grander than all ofus put together, doesn't it, Pitt?

[ Blubbers ] Whateveryou say, sir.

Oh, yes. Very grand.

Too grand for me. But this one ain't.

Herfather was an ironmonger, wasn't he, mylady?

He was, sir. Yeah.

When shall we discuss the girls' lessons?

My strengths are music, drawing and French,

but I can teach them whateveryou wish.

You'll be kind to my girls, Miss Sharp?

[ Croaking ] Oh!

Don't worry. I'll treat them just as sensitively as they deserve.

Hmph. Hmph.

What is this? It's, uh,

"Potage de mouton a l'Ecossaise. "

Oh, mutton broth.

What sheep was it, Horrocks? When did you kill?

One of the black-faced Scots, Sir Pitt. We killed on Thursday.

Did she squeal? Didn't she just.

Oh, good. Always improves the flavor, that. [ Slurps Loudly]

Oh. [Becky's Voice ] "To be honest, dearestAmelia,

"Sir Pitt is not what you and I would think a baronet should be.

More ancient stable than ancient fable."

No lights after 1 1:00, you little hussy.

Go to bed in the dark,

unless you'd like me to come in foryour candle every night, hmm?

[ Laughs ]

"All in all, myhopes forthe familylie with Sir Pitt'syoungerson,

Captain Rawdon Crawley, who will soon be back from his regiment. "

I would I i ke...

to go to Spai n.

Je voudrais allez en Spain.

And that's an " E."

[ Becky] "His brother, Mr. Pitt Crawley, meanwhile, has the charm ofan undertaker...

and the humor ofa corpse. "

[ Clears Throat ] U h, Miss Sharp,

I thought you might like to see my pamphlet on the Chickasaw tribes.

I swear, Mr. Crawley, you must be a mind reader.

For there is no subject of more interest to me.

"You'll be happy to hear I've found a way to make myself indispensable to Sir Pitt.

There is to be a visitor at Humdrum Hall. "

Please! Be careful with that.

"SirPitt has a half-sister as rich as Croesus,

whom, orshould I say which, he adores. " No! No, no!

[ Dog Barking] No, no, no, no! She's organizing those!

[ Grumbling ]

[ Sneezes ] Stupid wench!

"And now he is all ofa dither to make the house ready to receive her."

Up! Up, up, up!

A little higher. [Sneezes ]

"We are quite a party.

"Mr. Pitt's intended, LadyJane Sheepshanks, has arrived with her mother,

"the old Countess ofSouthdown, whom Sir Pitt detests.

"I promise you, dearest Amelia, that by the time I have finished, H m m.

"the old man will have a very proper sense ofthe merits ofhis latest employee.

I will bring order from chaos and light from darkness."

Quickly now! Sorry, si r.

[ Dog Whimpers ] By Heaven!

Miss Becky, we don't deserve you.

[ Coachman ] Steady now! Steady! Steady!

"Theysay Miss Crawley means to leave her fortune to Captain Rawdon Crawley,

who will accompany her for the ijourney."

I see Pitt's i ntended is among the guests. They'll be after you to marry next.

Oh, Aunt Tilly, how could I, when my heart belongs to you?

- Matilda! - Wicked boy!

[ Dog Whimpering ] Welcome.

Brother. You know Lady Southdown, I think,

and her daughter, LadyJane.

Aunt Matilda, on behalf ofthe entire Crawley--

Keepyour toadying till I get to a fire.

You can suck up all you wish once I'm warm.

Well, that's put us in our place.

We may have the titles, Mama, but Miss Crawley has the money.

Mm, and don't we know it.

[Man Shouting] Put the trunk inside!

[Workers'Shouts Continue ] Now, Miss Becky,

this is myyounger son, Rawdon.

And mindyou stay clear ofhis fluttering lashes.

He breaks hearts for a hobby, but...

he's a soldier through and through.

- I'm warned. - Mm-hmm.

��� [Woman Singing Badly]

[Men Chattering]

- ��� [Piano ] - With a little liquor, I can do it.

You must be bored as a brick down here.

I have your father and brother for company.

Precisely.

Not a great many laughs in Miss Crawley, I can tell you.

I seem to remember anchovy paste is a favorite delicacy ofyours, Aunt Tilly.

But not for do-- doggies.

I don't agree. I suspect she's the quickest wit in the room.

No, no, no. I mean my brother, not my aunt.

They used to call him "Miss Crawley" at Eton.

Go on. Admit it.

He looks a little underweight. He's the dullest dog in shoe leather.

Really, Captain Crawley.

Are you trying to steer me towards an indiscretion?

Why?

Would you like me to?

No man has managed it yet.

- What was that? - Nothing. A false note.

Allez, Rose, Celia. Depechez.

- Faites vosa obeissances a votre tante. - [ Girl Speaking In French ]

[Rawdon ] Don't wasteyourtime, Miss Sharp.

All foreign languages are ancient Greek to my sisters.

[ Girl Speaks French ] And they always will be ifthey're not spoken before them.

I quite agree, Miss Sharp. What a treat to find someone cultured in this house.

Vous parlez bien. Merci. My motherwas French.

A French mother?

Now, that's altogether too romantic for a governess.

Who was she? Have you heard ofthe Montmorencys?

Who has not?

So,you're an impoverishedaristocrat.

Pity. I had you down for an adventuress.

And are they mutually exclusive?

Oh, please tell me there's something disreputable inyourpast.

Well, my father was an artist.

[ Dog Whimpers ] Ah, that's better. A starving one, I hope.

Absolutely ravenous.

Who's ravenous... besides me?

Horrocks? When's dinner? Any minute now, Sir Pitt.

Good. I'd best excuse myself.

Come along, girls.

- Is Miss Sharp not to dine with us? - Well, don't ask me. Ask Pitt.

Mm. Nephew?

I hope she's not banished in my honor.

You know I am nothing if not democratic.

It's no great sacrifice in the cause of peace.

Of course, Miss Sharp must dine with us ifyou wish it, Aunt.

[ Whispers, Indistinct ] Dinner is served!

Good! Come along, my dear. You'll sit by me.

And after dinner, we shall abuse the company.

Really, the hoops she makes us jump through.

I don't mind, Mama. I like Miss Sharp. Mm.

Caesar liked Brutus and lookwhere it got him.

- [Pitt Singing Grace ] �� All these andall Thyothergifts may--�� - Pitt!

[ Sighs ] Amen.

Aunt Matilda, you are the guest ofhonor.

Um, what shall we drink to?

- Better food and a warmer room. - [Rawdon Chuckles ]

Should we not drink to peace at last... with Napoleon safe on Elba?

To the men who put him there-- to Wellington and Nelson.

[ All Toasting ] Wellington and Nelson. [LadySouthdown ] Mm.

Wellington I grantyou, hmm,

but, um, it is hard to match Nelson's heroism...

with hisprivate life. [ Groans ]

- The life of Alexander did not bear much scrutiny. - [LadySouthdown ] Mm.

Is he not a hero, either? Quite right, Miss Sharp.

And to my mind, that was the best part of Nelson's character!

He went to the deuce for a woman.

There must be some good in a man who'll do that. Hmm.

I adore imprudent matches.

- Wellington and Nelson. - [ All Toasting ] Wellington--

Mm. You set no store by birth, then?

[Miss Crawley] Birth? [Sputters, Laughs ] Look at this family!

We've been at Queen's Crawley since Henry I I,

but not one of us here is as clever as Miss Sharp.

- To all the King's officers! - [ All ] All the King's officers!

The King's officers.

Mmm, lobster.

Delicious. [ Sighs ]

Come in, mydear. I've left mytoadies in London.

And what bores they are downstairs.

It falls to you to make me laugh.

She's clever enough, isn't she, Firkin?

I think Miss seems very clever. Oh, yes.

If merit had its just reward, you ought to be a duchess.

Mm. You set no store by birth, then?

Mm. [ Laughs ]

Silly old fool, grabbing at my money for her daughter's intended,

that hypocrite Pitt.

He should put down his Bible and do the dirtywork himself.

With a decentposition, you couldput the world on a leash.

Perhaps I'll surprise you and run awaywith a great man.

Oh, that'd be perfect. I love elopements.

I've set my heart on Rawdon running awaywith someone.

A rich someone or a poor someone?

Well, above all, a clever someone.

He's the dearest of creatures, but not the wisest.

[ Groaning ]

What's the matter?

Oh, it's the lobster.

They've poisoned me with the lobster.

[ Agonized Groaning ]

[Miss Crawley's Groans Continue ] [ Whimpers ]

Offyou go.

Sir Pitt? Mm.

Can I not be ofanyassistance?

I-I don't think so, madam. The doctor is with her now.

The best we can do is pray, pray for her soul. Mm.

And for her hundred thousand. Ohh.

[ Chuckling, Laughing ]

[Pitt] Willshe live, Doctor?

Well, I've pumped her. I've purged her.

There's nothing more I can do.

Now, it rests with the Lord.

Uh, would you like to settle with me now, Sir Pitt?

Tomorrow, ifyou don't mind, Doctor.

- I only pays on results. - [ Laughing ]

[Dog Whimpers ] How do I look?

A good deal stronger. Theywill be disappointed.

[ Chuckles ] Lady Southdown hovers at the door night and noon.

"Mm-mm, I always travel with my medicine chest.

"Can I not be of any assistance...

with my special tonics?" [ Laughs ]

[ Whimpers ] [ Laughing ]

[LaughterContinues ]

[Miss Crawley] That's a dose I doubt I'd live through.

Nonsense! It's Captain Rawdon that needs you dead.

Lady Southdown and Mr. Pitt Crawley want you well enough to change yourwill.

[ Laughing ] [ Chuckling ]

Rebecca Sharp, I've made up my mind.

You must come with me to London.

I insist upon it, and so does Byron.

And wewon't be gainsaid, will we?

Butwhat could I say to dearSir Pitt, after all his kindness?

Oh, leave him to me.

When a man has two sons and a rich spinster sister,

he seldom gainsays her, my dear.

[KissingSound]

Mustyou go, Rawdon? Uh, I-I thoughtyou might stay for some shooting.

Oh, no. I-- I thought it best to see them safely back home...

to, uh, Mayfair.

[ Coachman ] Clear the way, there!

There she goes, the best little governess the girls ever had.

Mm, mm. Suppose I betterwrite to Miss Pinkerton for a replacement.

Let me, Sir Pitt.

Mm, Miss Pinkerton is an old friend, and I should so like to be useful.

Mm. [ Grunts ]

Meddlesome old cat.

[LadySouthdown ] "Mydear, Miss Pinkerton, mm.

"A pupil ofyours has recently come to mynotice, mm.

"I shouldso like to know more ofher history.

Her name is Rebecca Sharp."

[ Whisperi ng ] The governor wi I l m iss you.

Sir Pitt has been good to me.

Who wouldn't be?

[ Sputtering Snore ]

Apples! J uicy apples! Come on, people! Juicy apples!

Welcome to London.

[Man ] Oh, goodness! Look busy. The mistress is home!

[ Yawns ] Here we are, my dear.

Who was that?

It's my neighbor, the Marquess of Steyne. Why?

No reason.

Are you going out? I'm meeting Tarquin and Villiers.

Andthe rest ofthe chaps.

We might play some billiards. Ah, yeah.

Lord Tarquin and the HonorableJohn Villiers. [ Chuckles ]

It is not done to pronounce "the Honorable" aloud.

Well, well. You know these things betterthan I.

What I wonder is: Do they ask you to their homes, these chaps?

Doyou meet their mothers and their sisters?

Sometimes.

Becauseyou shall not want, you know?

The British merchant's son shan't want.

You may marrywhom you please and keep herwell. Father.

George is engaged. It's understood--

Then it can be un-understood.

Don'tyou see, boy?

There's nothing you can't have ifyou will reach for it.

Why not a viscount's daughter? Betteryet, an earl's.

Or marry an heiress and buy a peerage foryourself!.

You shouldn't read in a carriage. It will makeyou sick.

Reading always makes me sick.

Who's it from?

My friend, Amelia Sedley.

I thought she might have set a date for her marriage, but it seems not.

And who is her intended? Captain George Osborne.

Osborne?

Any relation to the Duke of Leeds?

Oh, no, ma'am. He's a tradesman's son.

Oh! I know Osborne.

He's in one ofthe line regiments. He's as green as this grass...

- and willgo to the deuce to be seen with a lord. - [ Laughing ]

Captain Osborne's vanity must make him a tempting victim.

I say, Aunt. Why don't we do Miss Sharp a favor...

and invite them over? Ifyou think it would be amusing.

��� [ Children Singing, Indistinct]

I am glad to see Miss Crawley knows yourworth.

As long as George knows yours. Of course he does.

- [Becky]Shall Iplayforyou? - Oh, thankyou, my dear.

Rawdon, will you explain the rules of piquet to Miss Sedley?

- I've quite forgotten. - Be careful, Amelia.

Captain Crawley knows his cards. I'm warned.

Oh, there are no fortunes in piquet.

All the same, be kind to her. She is my only friend.

Notyour only friend, Miss Sharp.

[Miss Crawley] Rawdon,you explain.

[Rawdon ] Now, come along. ��� [ Begins Playing ]

- You may discard up to five. - Oh, do go away.

[ Chattering, Laughter ]

��� [ Continues ] So, Miss Sharp.

- How do you like your new place? - My place?

How kind ofyou to remind me.

It's quite tolerable, thankyou.

And they treat me verywell.

But then, this is a gentleman's family...

and quite a change from tradespeople.

You seemed to like tradespeople well enough lastyear.

Joseph Sedley, you mean? It's true.

Ifhe'd asked me, I would not have said no.

��� [ Continues ] How very obliging ofyou.

I know whatyou're thinking.

What an honor to have had you for a brother-in-law.

Captain George Osborne, son ofJohn Osborne, Esquire,

son of... what was your grandfather?

Never mind. You cannot helpyour pedigree.

��� [ Continues ]

Miss Sharp. Come and take overfrom Rawdon.

- He's worse than useless. - [ Chuckles ]

[ Amelia Giggling ] Ah, 'tis true. This is not my game.

Osborne, would you care to come and play something a little more grown up?

��� [ Ends ]

[ Chattering ]

Bye! [ Blows Kiss ]

Do thank Miss Crawley for us! Crawley. Miss Sharp.

[ Gasps ] Areyou cross with me?

Cross? I could kiss you.

To see George Osborne fleeced makes the perfect end to the perfect day.

Oh, dear!

I was rather hoping the evening wasn't overyet.

Oh?

I was wondering...

ifyou might like to show me your room.

Of course.

I'll run and ask Miss Crawley's permission. [ Chuckles ]

Don't joke. [ Laughs ]

Really, Captain.

You cannot imagine I would do anything to incuryour aunt's displeasure.

I thoughtyou and I had an understanding.

Well, I understand this.

Two men and two men only will enter my bed chamber--

my husband and the doctor.

[ Laughs ]

You know my heart, Becky.

You know I'd do anything foryou.

I'm flattered.

But Aunt Tilly's views on these things came out ofthe Ark.

That's not how she sounds. Oh, don't be deceived.

She talks like Oliver Cromwell but thinks like Charles I,

and, believe me, it's an outside wager she'll ever change her mind.

It's lucky, then, Captain,

thatyou're a gambling man...

and no stranger to taking a chance.

[ Chuckles ]

"Dearest Becky, a letter from Jos arrived from India this morning...

filled with regrets about a certain person."

Has Miss Sharp taken to Mayfair?

[ Children Laughing]

She seems quite at home in her new life.

[ Scoffs ] I do not doubt it.

I had thought her a mere social climber.

I see now she's a mountaineer.

"I should tell him, dear Becky,

"he has missed his chance for his goddess has acquired other suitors.

Yourlovingfriend, Amelia Sedley."

Aahhh.

This one's foryou. It's from Mr. Pitt. Read it.

"Dear Aunt, I have both happy and sad news to relay.

"The good news is that I'm married.

LadyJane Sheepshanks has done me the honor ofbecoming mywife."

Well, no great surprise there.

Well, she's a nice enough girl.

Although, I don't envy him his mother-in-law.

What's the bad news?

"I am sorry to tell you that my stepmother, Lady Crawley, has gone to a better place."

After Queen's Crawley, almost anywhere's a better place.

Come on! The best thing foryou, my girl, would be--

No, no. Too strict.

Hmm. Thankyou.

Madam,

would you consider, um-- [ Groans, Mutters ]

Good gracious! Here's Sir Pitt! Oh, my dear, I-I-I can't see him.

My mood, my nerves won't stand it.

[SirPitt] Go away! [Servant] Yes, SirPitt.

Ah, good!

It's-It's not Miss Crawley I want to see, it's you.

You have to come back to Queen's Crawley.

You've heard my news? Onlyjust now.

I'm very sorry. Ifthere's anything I can do--

There is. There's plenty foryou to do. Everything's wrong sinceyou left.

You must come back! Well--

Marry me!

[SirPitt] Come back as Lady Crawley, ifyou like.

- But do come back! - [ Gasps ]

[ Whispering, Indistinct ]

What? Oh!

- Don't leave me down here forever. - Oh, Sir Pitt.

I can't. Can't orwon't?

Wouldn'tyou like to be an old man's darling?

No, Sir Pitt, I really can't.

The truth is, I'm married already.

- [ Grumbles ] - Married?

Oh well, it was worth a try.

Well, what a chance is lost!

Never mind, my dear, we'll set him up, won't we, brother?

I'll buy him a shop or commission a portrait.

Whoever he is, he and his family arevery lucky to haveyou.

- I hopeyou think so. - Indeed I do.

Then ifyou cannot take me for a wife and sister,

will you not love me as daughter and niece?

What?

Dear Sir Pitt, dearest Miss Crawley, it's true.

I've married Rawdon.

Rawdon!

My... Rawdon?

[ Groans, Whimpers ]

Coal! Pick 'em up, boy.

[Becky] Look afterher, Firkin.

Poor, dear Miss Crawley. I do worry so.

Don't waste your syrup on me, Miss Sharp.

Just get back in the knife box where you belong.

[Man ] Areyou all right, Miss? I will be ifyou're going past Baker Street.

Would that be proper, Miss?

More proper than standing here in the street.

Now give us a hand with the trunk.

[Raucous Laughter]

[Sighing, Gasping] You--

We'll be in Queer Street if she don't come round.

I'd rather be in Queer Street with you than Park Lane with any other.

[ Both Chuckling ]

But, Rawdon, she will come round. She said herself, she'd loveyou to elope.

It's all talk, you know.

She loves romance in her novels, but not in her family.

Where they're concerned, she's as snobbish as Queen Charlotte.

Well, then--

We'll have to send an ambassador to plead our case.

Oh, yes? Mm.

What kind of ambassador would that be? [ Moans ]

I'd say a very little one,

with rosy cheeks and blue eyes,

and probably not too much hair.

What?

[ Chuckles, Sighs ] You mean--

Oh, you brilliant, darling girl. [ Laughing ]

Well, that will mend fences ifnothing elsewill.

Oh, Becky!

When one thinks ofhow she tended you.

And all the time-- Oh, I should have guessed that nobody does anything for nothing.

But for a pauper's daughter, a penniless governess,

to make offwith myRawdon. Ohh.

[ Clucking ] Oh, dear.

Oh, at least her motherwas a Montmorency. I suppose we must cling to that.

Not a bit ofit. I have it on the best authority.

Her motherwas an opera girl in the chorus at Montmartre!

- What? - I have it on the best authority.

Yes, yes, yes! All right! [ Sighs, Huffs ]

Oh, verywell. I know what I must do. [ Whimpers ]

Would you be so kind as to bring my little desk here?

Certainly. Where is it? Where's her little desk? I can't see it.

- It's over here. - [ Sighs ]

- Ialmost feelsorryforpoorRawdon. - Mm--

But I cannot let that girl profit from her scheming.

Nor should you.

I'm glad to see that you've changed your opinions. Firkin.

Doyou rememberwhen you told us all at Queen's Crawley...

[ Sighs ] [ Chuckles ]

thatyou adored imprudent marriages?

- [ Continues Laughing ] - Not in real life.

[ Sighs ]

[Chattering]

What doyou want? Time, Osborne, that's what I want.

I oweyou nothing! I will giveyou nothing!

You owe me friendship! You have no friendship coming from me, sir!

[ Crying Out ] Oh!

Do we have enough ofthis china?

I t's to be a buffet and I don't want to risk the Crown Derby.

Oh, listen to this.

" Emperor Napoleon Escapes from Elba and Marches on Paris.

Allies Prepare for War."

- Amelia, what's the matter, dear? - Will it affect George?

Well, he's a soldier, isn't he, for all his swagger,

and there's more to soldiering than gold braid and regimental dinners.

- Amelia? - [ Sobbing ]

Amelia! [ Clicks Tongue] Oh!

Ifshe means to be a soldier's wife, she must learn to bear such things.

Now, I've been thinkingabout-- I must tell you. I can put it off no longer.

We're ruined, Mary. Lost.

Everything is gone. But we're giving a soiree.

There'll be no more soirees or balls or dinners either.

That life, finished for us.

[ Church Bell Ringing] Oh, my God!

The debt that finished me, the man who tipped me into the abyss,

is none other than George's father, John Osborne.

[ Man ] By order ofthe trustees ofthe Sedley Estate, this auction will now commence.

Lot 368, an inlaid ebony writing desk.

Shall we say... four guineas? Five?

Any more? Come on. Going, going--

Sold. [ Bangs Gavel ]

Lot 3 69.

A Clemency Drawing Room Piano.

I sang to that. Would you like it?

We will start at three guineas. Four?

- Five. - Five at the back.

- Six. - It's Captain Dobbin.

Seven? Eight? I know him. He's in the Ninth.

[Auctioneer] Nine? Ten.

Anymore? Sold to the captain.

Lot 370.

A landscape painting signed, "Francis Sharp, 1 80 1."

What? What's the matter? My father painted it.

I gave it to Amelia.

- I 'll get it for you. - Shall we say, five guineas?

Six, at the back. Seven.

Eight. Nine.

Ten. Eleven. Twelve.

Thirteen. Fourteen.

Fifteen, at the back.

Going once. Going twice-- Leave it. I t doesn't matter.

Sold for 1 5 guineas to the Marquess of Steyne.

Why would Lord Steyne bother with a little auction like this?

He collects my father's works.

A true collector will go anywhere to get what he wants.

An amboyna and rosewood quartetto table.

- Captain Dobbin. - Miss Sharp.

I beg your pardon, Mrs. Crawley. Crawley.

Are you taking up the piano, Captain?

I have a... friend who will get some use ofit, I think. Anymore?

- Indeed she will. - Good day.

Going-- Sold.

Isaw Miss Sharp at the auction this morning.

How is George?

George is well, I think. But busy.

Too busy to come here.

I'll fetch some tea.

[ Chuckles ]

When you next see him, will you give him this?

- I painted it. - [ Chuckles ]

It's not wrong, is it, to remind him ofthe one who loves him most?

Of course not.

[ Gasping, Laughing ]

[ Cries Out]

Oh, lookwhat he's done! Oh, isn't hewonderful?

I can't believe it!

Oh, thank God! Thank God!

Mama! It's all right!

George has bought me the piano, and he'll be here directly.

Oh, thank God!

I tell you, George, you must go to her.

She's dying.

Miss Sedley asked me to giveyou this when I sawyou next.

For God's sake, George. You haven't even opened it.

No need.

They're all the same.

Georgy! What areyouplaying at? We're waiting foryou.

Good day to you, Captain Dobbin. I'mijust leaving, sir.

Good. There's a friend of Maria's they want me to meet.

Ah, uh, may I present my son, George?

This is Miss Rhoda Swartz.

Miss Rhoda was talking about Jamaica and her sugar plantations there.

[ Chuckling ] Although I don't remember it.

I left when I was three.

[Laughing]

Maria, may I borrowyou for a moment, please?

Can you forgive us?

[ Clock Chiming]

[ Both Chuckling ]

Your father does not much trouble to conceal his plans.

Which are? For us to marry, of course.

Indeed.

Come. Sit by me.

Let us speak frankly.

My fortune is great, my birth is not.

So, I must choose between a poor nobleman...

or a rich bourgeois like you.

Upon myword, you've a very precise grasp ofthe matter.

[ Chuckles ] I wouldhave likeda title.

But my guardian says, ifyou and I combine our fortunes,

we may buy one wheneverwe wish.

- [ Rings ] - [Door Closes ]

I cannot believe you are seriously suggesting Miss Swartz...

as the companion of my heart and hearth!

Why not?

Well, to begin with, she's not English.

Hoity-toity! Less fastidious, ifyou please!

What's a shade or two oftawnywhen there's half a million on the table?

Why, with that money, we'll haveyou in the House ofLords in no time.

Just think. Dining at Kew, dancing at Carlton House.

- And what of honor? - Honor?

Yes. Honor.

You may buy a string of ancestors to hang upon your walls,

but I see you have not bought the breeding that goes with them.

- You made me give myword to Amelia. - Be silent, sir!

You dare speak that object's name to me?

"Dare," sir, is not a word to be used to a captain in the British army.

For I am a gentleman, though I am your son.

I'll saywhat I like to my own child. And I say this:

I have not slaved for 40 years to seeyou marry a beggar maid!

You made the match! And I can unmake it!

You will marrywhom I say, sir. And I sayyou will marry Miss Swartz.

Eitherthat ortakeyourpack and walk out ofthis house without a shilling!

Do I make myself clear, sir?

As a bell, sir.

Georgy. Georgy.

��� [ Fife & Drum ] Come on, you lads! War is come to Europe!

[ Woman ] My brother wants toijoin!

[ Recruiter Continues, Indistinct ]

I fyou're here to plead his case, you've made a wasted journey.

Mr. Osborne, we're on the brink ofwar.

Should anything happen to George, you'd never forgive yourself ifyou hadn't parted in charity.

May I not take him a message from you? Please.

Verywell.

Let him only come home to his old room and things will be as theywere before.

They cannot be.

Why not, ifl say they can? Because...

George married Miss Sedley this morning.

I go from here to theirwedding breakfast.

Will you not come with me?

Welcome, Mr. Sedley. Sedley. Welcome home.

- Crawley. - Righto.

Mrs. Crawley. So,

have you found many changes since your last visit from India?

Some.

And one in particular that I regret very much.

Dobbin! Osborne!

There's news here for all of us. It's the order for Belgium.

We embark next week.

Men need war like the soil needs turning. I'll enjoy it!

You're surely not going over there in your condition?

Of course I'm going! Why should the men have all the fun?

And didn't Eleanor ofAquitaine ride into battle pregnant and bare-breasted?

ByGad, ifthere's a woman alive who coulddo the same, it'syou!

[Dobbin ] Be careful ofthe model, Mrs. Crawley.

Queen Eleanor was locked up by her husband.

And emerged from her prison to govern England.

Bravo. [ Becky Chuckling ]

What about you, Sedders? Will you be joining us on our little excursion?

Ifit weren't for my duties in India, I'd be over there like a shot. [Laughing] Ohyes!

- [ Laughing ] - [ Stammering ]

- I'll go. - You cannot.

[Rawdon ] Well, whyshouldn'tshe? She can keep Becky company.

- To victory! - Victory!

- [ Together ] Victory! - To victory.

We won't know anyone. Whose fault is that?

Ifyou would only put yourself out to be civil once in a while.

The Crawleys have been here no longer than us, and Mrs. Crawley's the talk ofthe town.

Is that whatyou would have me be, the "talk ofthe town"?

��� [ Classical]

[Man ] Here comes the famous Mrs. Crawley.

[ Woman ] Whyshe is famous is a mystery to me.

Why does everyone receive her, as for General Tufto?

[ Man ] He must find her command ofFrench useful.

- [ Man #2 ] I know I should. - A real lady wouldn't speak it half as well.

- Hush, my dear. - Lady Darlington. Lady Bareacres.

Good evening, Mrs. Crawley. Good evening.

You're making an exhibition ofyourself.

��� [ Continues ]

Good evening. Good evening.

Can I leave you in charge? I see some sheep that need shearing.

Go. You manage our income, and I'll see toyour career.

Wait here a minute.

George, I feel-- I feel sick.

General Tufto. Mrs. Crawley.

Can I temptyou with some refreshment? That would be delightful.

Mrs. Crawley. Yes, good evening.

I hopeyour dance card isn't quite filled yet.

- Hardly. I've just arrived. - I am the early bird, then.

And I, presumably, the worm?

- [ General, Becky Chuckling ] - General Tufto, this is Captain Osborne ofthe Ninth.

That is Osborne with an "E." Make sure you spell it right...

when you mention him in dispatches.

If only spelling was myforte. [ Chuckling ]

My dear, please. Thankyou.

[ Gagging, Vomiting ]

Would you like me to fetch you somewater? Or a chair?

Or a doctor?

Is Amelia all right?

I expectso. Dobbin's with her.

Shouldn'tyou have more care ofher now?

You mean, now that yet another rope has come to bind me?

[ Gasps, Sighs ]

You're not like Amelia, Mrs. Crawley.

Nothing will quench your fire.

Captain Osborne.

Will you fetch me my shawl and my nosegay?

Of course.

I wish you'd let me come with you. No. I mean it. Go back at once.

I'll tell Georgeyou're safe. Don't.

It will only annoy him that I've left the ball early.

But why did he bring you at all?

Just tell meyou're happy.

We're happy enough.

How prettily the Duchess has arranged things.

She always does. Or don'tyou go to her parties back in England?

No matter. We won't know her back in London.

[ Laughing Cruelly]

���[Continues ]

[ Uproarious Laughing ]

- I seeyou've been busy. - Very.

Osborne. Crawley.

Ready for a hand or two of cards?

- If Mrs. Crawley-- - Of course.

I'll leave you to it, gentlemen.

- George, don't drink anymore. - Nonsense, Dobbs.

Come and have a drinkyourself, and light up your lantern jaw.

��� [Bugle ]

- What's happening? - [Rumbling]

���[Stops]

YourGrace. My lords, ladies and gentlemen.

The enemy is past the RiverSambre and our left is already engaged.

- We march in three hours. - [ Cheering ]

- Becky! - Rawdon! Rawdon!

I'm not afraid, but I'm a big target for a shot.

And if I should go down, I want you to know what there is.

I've had a good run here, so you've a wad of money.

There's a horse left to sell, and...

well, those trunks are worth 30 alone.

[Horses Neighing]

You mean, we owe 30 on them.

Yes. [ Chuckles ]

Well, I'll wear me old uniform, soyou can sell the new one.

What with the saddles, guns, rings and--

and this little lot--

you'll have enough to keepyou dry,

getyou back to London before-- I'll manage.

Won'tyou just. [ Chuckles ]

There neverwas a woman who could manage likeyou, Becky Sharp.

[Man Shouting Orders, Cannons Rumbling]

You won't do anything brave, will you?

Promise?

What? [ Sniffling ]

Tears?

Tears from my strong little Becky?

I'm a woman in love, aren't I?

Oh, my darling.

[Cannons Firing] Ifyou should awake to find me dead--

Shh! [ Sobs ]

You must be sure, at least, ofthis:

thatyou are a woman who has been truly loved.

[ Neighing ] [Men Shouting]

S'il vous plait. Aidez-nous.

Somebody, please sell us a horse!

Mrs. Crawley! Mrs. Crawley, over here, ifyou please!

Lady Bareacres. What a surprise.

We sent our servant to the inn to look for a horse,

but the only one left is Captain Crawley's.

Fancy.

- What will you take for it? - Nothing from you, my lady.

Don't be silly, my dear. We've always been friends, haven't we?

- No. We have not. - Now listen to me.

You can come with us ifyou wish, but we must, and will, have that horse!

- Hmph! - Why couldn'tyou be civil to the woman?

Mrs. Crawley! Mrs. Crawley, come back, please!

Mrs. Crawley! Discretion being the betterpart ofvalor,

- I 'm afraid it is time to quit Brussels. - Are we really losing, Lord Darlington?

They say the enemy has broken through the lines.

Which brings me to my point. Did you sell Lady Bareacres your horse?

Doesn't anyone love me for myself alone?

You may buy it ifyou give me a seat in your carriage.

- Done. - Quickly! We must get it.

- Whymustshe come with us? - First, because I like her.

Second, she's pregnant.

Third, it's the condition upon which she gave us the horse.

Mrs. Crawley, hurry! We must leave now!

Now! Please!

Please! Help me! Has anyone seen George Osborne?

One moment.

George Osborne ofthe Ninth! Please!

Amelia! What are you doing?

You shouldn't be out here! Come along.

Mrs. Crawley! Come now, ifyou're coming!

Lord Darlington, is there room for Mrs. Osborne?

Only ifyou give up your place.

Don't worry about me. I'll wait here for George, whatever comes.

We'll meet again in London.

Well, I do hope so. Good luck toyou.

Drive! Drive!

There must be news of my George! [ Sobbing ]

Amelia, you must take hold ofyourself!.

We're soldier's wives. We live with uncertainty.

How would you feel if you had spent last night alone...

whileyour husband danced with anotherwoman?

Ifyou have stolen his last evening from me, I shall neverforgiveyou!

How could you say such a thing? I won't listen to it.

Ifyou must hearthe truth, your George is not--

What? My George is not what?

Is not the man to seeyou risk your health... or his baby.

Come inside, and we'll wait together.

[ Sobbing ]

[ Cannons Firing]

What would Miss Pinkerton say of us now?

Two mothers-to-be in the midst of a war. [ Chuckles ]

Not quite what we studied in etiquette class. [ Cannons Booming]

Are you frightened?

Of giving birth, I mean.

Hmm. You know me. I'm tough as a nut.

I'll probably have my baby after tea and then dance at a ball the same evening.

I'm not frightened, either.

At least, not for myself.

As long as George's child is well.

[Dogs Barking]

��� [Bagpipes ]

[ Cheering ]

- It's the bagpipes. - [ Cheering Continues ]

- But... that means-- - Victory.

Victory!

[ George's Voice ] "My dearest father, though we parted in anger,

I wantyou to know I will not disgrace you in the challenge that lies ahead."

[ Battle Cries Echoing ]

[ Amel ia Cryi ng ]

Mr. Osborne. Mr. Osborne.

Captai n Dobbin.

Rather, I beg your pardon, Major Dobbin, since better men than you are dead...

and you've stepped into their shoes. Better men are dead.

I wish to speak of one. Make it short, sir.

You are aware his widow has been left a pauper.

I do not knowhis widow. Norwish to.

And what ofhis child?

Will you not wish to know that?

It's just another consequence ofGeorge's disobedience and folly.

She would have me giveyou this. Ifit's a message from that woman, I do not wish to read it.

It is a message from your son, sir.

She has carriedit foryou from that dayto this.

[ George's Voice ] "Forgive me ifyou can.

"And try to remember your loving and grateful son.

George." [ Sobbi ng ] Georgy!

My boy!

[ Weepi ng ] My darl i ng boy!

- [Amelia ] Isn't he an angel? - [ Dobbin ]An angel.

When George died I thought,

I wi I l never have room in my heart for anyone else.

We weren't expecting you today.

I 've come to tell you I've put in for a transfer.

- I embark next week for Bombay. - Bombay?

[ Sighing ] Heavens. Why Bombay?

Because it is as faraway from here as I could manage.

I see.

But I will resign my commission, and I will stay in England...

- ifyou ask me to. - If I askyou to?

I will not go ifyou tell me not to. [BabyFussing]

You must seeJos when you get there.

I can write toyou? Tell you how Georgy is doing?

William, I--

I--

The agents will forward any letters.

Well, good-bye.

We'll meet again one day.

[Footsteps On Stairs ] Good-bye.

This one here stays.

Come, come, Rawdy. This is your new home!

[ Laughing ]

Scullery, dining room, boudoir.

Oh!

[ Laughing ]

I'm sorry to be the bearer of sad tidings, Colonel.

You knowhow I esteemedyouraunt. There was no suffering.

Mr. Pitt and LadyJane looked after her tenderly until the end.

I'll bet they did.

Right. Let me know if there's anything more I can do foryou.

She cut me out. [DoorClosing]

Pitt has swept the pool.

Oh, Becky, it's you and Rawdy I feel sorry for.

Don't. It'll come right. You'll see.

I'm a governess, and you're a gambler. We were never going to shoot into society.

It'll take time.

What will we eat in the meantime?

Oh, my dear, let me manage that.

We're Crawleys, and Crawleys have credit.

You'll be surprised to see how well we can live on practically nothing a year.

Excuse me, ma'am. Master Rawdy has something to showyou.

What is it, Nurse?

- [ Cooing ] - [Rawdon ] Walking!

Walking!

[ Cooing, Babbling ]

Well, ifthose aren't the stoutest steps...

I've everseen ayoung man take.

Why, you'll be marching to the colors in no time, my boy.

- Come! - [ Nurse ] Yes!

Ya-ha! Rawdy! [ Laughing ] [ Giggling ]

How are you today, my boy? Huh? Fine, sir.

Good. Here we go.

- Yes? - Areyou a soldier, sir?

Yes, my boy. I am.

My papa was a soldier, sir. He fell at Waterloo.

I'm sorry to hear that. What was his name?

Captain George Osborne, sir, ofthe Ninth.

Oh, but I knew him well.

[Chattering, Laughing]

Stop!

What's the matterwith you?

Nothing.

Oh, for heaven's sake, Maria. Out with it.

It's just that I was driving in the park the other day, and--

And? And, and, and, and, and?

[ Cries ] Father. I saw little George.

He was with Mr. Sedley,

and I knew him at once.

He's as beautiful as an angel.

And-- And so like him.

[ Sobs ]

Dash it, Becky.

Is this really the best we can manage?

There's my desk. Here's the key.

Ifyou can find a spare penny piece in it, I'll take my hat offtoyou.

Unless you mean for once to make a contribution.

[Knocking] [ Spits ]

The whole animal was made ofscrag end!

If only the butcher didn't want to be paid. How can he be so selfish?

[CommotionAt Door] Don't be hard on me, old girl.

[Man Talking, Indistinct] I've hada run ofbad luck.

Things'll get better.

[ Scoffs ] [Footsteps ]

That Mr. Moss is here. I've brought him up.

Take him back down again, damn you. Until we've finished eating!

- Rawdon, please. - Needs must, Colonel.

And I hope you've got good news for me.

I'm sorry, Mr. Moss, but we're not magicians.

We can't giveyou the money ifwe haven't got it.

Why not? You can spend it when you haven't got it.

Oh, you're wasted as a bailiff. You should write for the stage.

[ Chuckles ] And you should go on it. You're a good enough actress.

That is enough! We cannot pay it, and there it is. Now get out.

All right, I'll go. But I'll be back.

Clear the way there!

[ Laughing ] Get out ofthe way!

Is this reallyyour home then?

Yes, it is.

How is such a thing possible? What doyou wantwith me, sir?

I have a proposal to put toyou.

Why doyou do that, Mama? It is so degrading.

I do it sowe can eat. Hunger is degrading too.

That is ourfood, Georgy! It is not a toy!

I hate our food. And I have no toys.

None that I want anyway.

How can you be so cruel?

Cruel?

When he might have had the finest education money could buy.

When he could have been as rich as a lord.

Andhis own mother steals his future...

because she wants to tuck him up in bed.

"A mother's love is worth more than palaces in Mayfair."

Do you not remember what Major Dobbin wrote?

- Pray don't talk about Major Dobbin. - Why not?

What's the point, now he's engaged?

What?

Oh, didn'tyou read Joseph's letter?

[Dobbin ] "Howareyou, mydearAmelia?

"And how is all your little family?

"Ifyou did but know how brightly your image burns for me...

"andhow I dream ofyou and Georgyhand-in-hand.

[ Chattering In Native Language ]

"Every detail ofyour dailylife is precious to me...

as I sit and write beneath the Indian sun."

[Amelia's Voice ] "Dear William.

"Thankyou foryour letter which took three months to reach me... [ Georgy] Mother?

but was very welcome when it did."

Mother, what are you doi ng here? I was com i ng to see you on Saturday.

[Amelia's Voice ] "Georgy is in good health... I made Georgy some shirts.

and living with his grandfather." I was going to leave them for him.

Oh, Mother. I couldn't wear your funny old shirts now.

Good day to you, madam. Come along, Georgy.

You are silly, Mama.

- Silly old Mama! - [Amelia's Voice ] "I am persuadedit is better.

So, forhis sake, I must submit."

Listen, Dobbs, ifyou'd rather leave it for some other time, I can easily find someone else.

No. No, no, I'm coming.

[Amelia's Voice ] "I confess it was with quite a pang that I read Joseph's news ofyour engagement."

What?

Dobbs, I can't breathe!

Good Lord, Dobbs. Have you lostyour mind altogether?

I t's ti me I returned to England.

[ Bird Warbling]

[ Glass Clinking]

Here's your medicine, Sir Pitt.

Take it away. There's no medicine can cure what ails me.

I'm dying, Horrocks. This is the end. Oh, come, Sir Pitt.

Shall I fetch Mr. Pitt? Or the doctor?

Or the lawyer? [ Chuckles ]

That's the question, Horrocks.

[ Coughs ] Pitt's had Tilly's money.

[ Clears Throat ] Shall he have mine too?

Or should it go to Rawdon? Hmm?

And foxy little Becky?

I can fetch the lawyer ifyou want me to, sir. [ Coughing ]

Uh? Oh, no.

No. Let Pitt have it all. Yeah.

He's a pompous beggar,

but he'll keep this old place together.

[ Coughing ]

[ Panting ]

[Bells Chiming]

And your piano practice? I hopeyou've not been neglecting it.

No, Miss-- I mean Mrs. Crawley.

I'm glad to hear it. You must play for me.

And, Rose, what is your best subject? French.

No airs. No bid to bury her governess's past.

You cannot dislike her for that, surely?

No. I agree. Not for that.

Uh, Rawdon, after luncheon,

perhaps you'd like to see my pamphlet on the emancipation issue? Oh, God, help me.

Uh, Mrs., uh, Crawley,

when you told Miss Crawley thatyour mother was a Montmorency--

I never said that. I spoke once ofthe Montmorencys, but that's all.

She must have misunderstood me. My mother sang opera.

- Mm. - Mm-hmm.

What shall we do after luncheon?

Well, we are in mourning. Uh, uh,yes.

Y-You are right to say so,

but I don't think my father's death should banish all social converse.

Then what I should like to do best would be to play something with our little boys.

Little Pitt has not been well.

W-Well, I gave Little Pitt some tonic before lunch.

- I remember howyour medicines helped poor Miss Crawley. - Mm.

Well-- [ Clears Throat]

I-- We--

We're all, uh, family here, so I-I feel we may speak openly.

I-I hope, um, Aunt Matilda's final disposition...

h-h-has not--

Miss Crawley gave me the most wonderful husband in the world.

How could I be angry with her?

I'm glad her fortune will restore the glory ofthis place and this family,

ofwhich I'm proud to be a member.

Ohh.

It is we Crawleys, madam, who are the gainers byyour marriage.

- Thankyou. - Mm.

Bye, Rawdy!

Bye, Auntie Becky!

Bye, Uncle Rawdon! Bye!

I like Aunt Jane. Don't you, Papa?

I do. Pitt's lucky there. She's kind and good.

I could be good on 5,000 a year.

Oh, do you not care for her, then?

What does that matter? Don'tyou see what this means?

We're back in the family. At long last we've begun.

Careful ofthat table now. That's valuable, that is.

[Horse Whinnying]

Excuse me! What are you doing? What are you doing?

I told you I'd be back, lady. Here, look, you'd better wrap up that cooker glass.

No! How dare you try and bring out my things on the street! Here, let me have that!

I'll call the constable! You can call the King for all I care!

Give it back to me! I'm takin' it! You're not having this!

Give it to me! I wonder ifl might be ofsome help.

A pleasure doing business.

Just go.

[DoorCloses]

We meet at last.

I knowyou, Lord Steyne, you do not know me.

You will have forgotten, butyou were kind to my father once, manyyears ago.

I am seldom praised for-- for being kind. What was his name?

Francis Sharp.

You are Francis Sharp's daughter?

He had a great talent for painting, as I recall,

and none at all for life.

I'm attempting to redress that balance. It is my challenge.

I'vewatched you in the lists. I wish you luck.

It willnot be easy.

Of course, it's the women who keep the doors of society closed.

They do not like outsiders to discover that there's nothing behind them.

Should you like to come to Gaunt House?

Very much, my lord.

You will be bored there.

Mywife is as gay as Lady Macbeth...

and my daughters-in-law as cheerful as Goneril and Regan.

Theywill bullyyou and snubyou and patronizeyou.

But that's whatyou want, I suppose.

It is.

You should take this.

You don'twant him back tomorrow.

��� [ Humming ]

You're playing with fire, Becky. Dearest, be reasonable.

You can pander all you like to the great and the good.

We're not their type, neverwill be. Of course we are.

You have the best blood in England in yourveins if onlyyou'd use it. [ Chuckles ]

You know, Lord Steyne's planning a dinner next weekwith the Minister ofWar.

He promises to talk of nothing butyou.

The cards are in your hand, darling.

Must I showyou how to playthem?

So nowyou are to instruct me in games of chance?

I justwantyou to think on thewinnings.

Oh, I knowwhatwe have towin. I'm just afraid ofwhatwe might lose.

You're taking favors from a tiger, Becky.

I'm not afraid.

Keepyour eyes open.

���[BeckySinging Opera ]

��� [Becky Continues ]

[ Clears Throat ]

��� [ Continues ]

�� Come with me ��

�� And we will go ���

��� [Fades ]

[ Horse Whinnies ]

Must I repeat myself? You will write a card to Colonel and Mrs. Crawley.

But Blanche writes them.

Not this time, I don't.

Lady Steyne, I cannot believe...

that I am compelled to issue a request three times.

I will write it.

Then I will not be present. I will go home.

Good! Stay there!

Let me be free of your damned tragedyairs!

Who areyou to give orders?

You're here to have children and you're barren!

Myson is sick ofyou! There's no one in the house that doesn't wish you dead!

[ Sighs ]

[ Chuckling ] Besides, what's the matter with Mrs. Crawley?

- [ Scoffs ] - She's not well born, it's true,

but she's no worse than Fanny's illustrious ancestor, the first de la Jones.

- The money I brought to this family, sir-- - Purchased my second son as a husband...

whom the whole world knows is mad.

Enough.

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.

[ Chattering]

[ Chattering ]

Remember. You have no friends beyond this door.

Lady Bareacres, what did you make ofthe new Figaro? I thought it was quite interesting.

I hearyou sing and play beautifully, Mrs. Crawley.

I wish you'd sing for me. It would be my pleasure.

[ Whispering, Indistinct]

What areyou doing? I've seen enough cruelty in this house towant to inflict it.

"Now Sleeps the Crimson Petal."

��� [ Piano]

�� Now sleeps the crimson petal ��

�� Now thewhite ��

�� Norwaves the cypress in the palacewalk��

�� Norwinks the gold fin in the porphyryfont ��

��The fireflywakens ��

��Waken thou with me ��

�� Now droops the milkwhite peacock��

�� Like a ghost ��

�� And like a ghost she glimmers on to me ��

�� Nowlies the Earth all Danae to the stars ��

�� Andall thyheart lies open unto me ��

��� [Piano Continues ]

�� Now folds the lily all her sweetness up ��

�� And slips into the bosom of the lake ��

�� So fold thyself, my dearest, thou��

�� And slip ��

�� I nto my bosom ��

�� And be lost ��

�� I n me ���

[ Clapping] [Man ] Bravo. Bravo.

You are through the door.

That boy ofyours, when does he go away to school?

Oh, when he's older, I suppose.

No, no. He must learn to stand on his own two feet at once.

Miss that lesson in childhood and you'll miss it all your life.

Well, I'm not sure Rawdon could spare him yet. And he's very spirited.

I shall arrange it.

No need to thank me.

Perhaps then we could see a little more of each other.

Aren'tyou forgetting my husband?

I never forget anything, Mrs. Crawley.

Least of all an unpaid debt.

[Man ] She hasn't been at all well, has she?

[ Chattering]

Must I go? Must I really?

Can't I stay if I promise to be good?

It won't be for long, old chap. Yes, it will.

Come here.

It's time, darling.

Bye.

[ Sighs ]

���[Drumroll]

[Man ] Tonight, LordSteyne will unveil his mysteryperformance...

directed byhimself andperformed by the Duchess ofLancaster,

the Countess ofSlingstone and other great ladies ofhis lordship's acquaintance.

Your Maijesty, my lords, ladies and gentlemen, please be seated.

The entertai nment is about to begi n.

What has Steyne got planned, Lady Steyne? I wish I knew.

[ Gasps And Chuckling ] [Man ] Extraordinary.

- Steyne the Pasha and his nautch girls. - I give you the ballet Zirnana.

��� [ Middle Eastern ]

[ Men Singing in Native Language ]

I t's Mrs. Crawley.

- ��� [ Stops ] - Wel I done, al l.

[ Man ] Bravo! Bravo!

[ Man #2 ] Extraordinary.

Yes. [ Man #3 ] Bravo!

Ah, Mrs. Crawley.

T o the victor the spoils.

You have carried off our hearts in triumph.

If that is so, Your Majesty,

then you may rest easy that your heart will be well looked after.

[ Chuckling ]

That is a relief, for it has been bruised in its time.

You must tell me at dinner howyou mean to treat it.

You will sit next to me.

Precedence would make that a little difficult, sir.

Iam the King, LadyGaunt. I conferprecedence.

Well, are you happy?

I said that I would make you queen ofthe night and I have.

I'm certainly grateful, my lord. But not happy?

Well, which of us is happy?

Notyou? Surelyyou take pleasure in your pictures. Yes.

I can hide behind them. You, my lord, hide from what?

From the simple truth that is known to every shepherd and footman--

that the onlything ofvalue in this life is to love...

and be loved.

I've hidden from it because I didn't think that I would ever find it.

Now I believe I have.

You jest with me, my lord.

I make a poor companion with the splendors that surround you.

The chiefadvantage ofbeing born into society...

is that one learns early what a tawdry puppet play it is.

You rememberthe child who set a high price on this picture...

before she could bear to see it go?

Not high enough.

The trouble is, Mrs. Crawley, you've taken the goods.

It's too late to query the price.

Colonel Crawley.

May I walkwith you?

By all means, Wenham.

Good evening, Colonel. Oh, Lord!

It's a small thing, Colonel. $1 65 you owe Mr. Nathan.

ForGod's sake, Wenham, lendme 100. I have 70 at home.

I'm sorry. I don't have $1 0 in the whole world, my dear fellow.

Don't worry. Mr. Moss will take good care ofyou, won't you, Mr. Moss?

I run the most comfortable debtor's prison in London. Come on.

Unhand me! [ Whinnies ]

Good night.

[Keys Clanging]

You sure I can't get you anything, Colonel?

Mywife will be here at any moment.

Ifyou say so, sir. Ring the bell when you want something.

- You did deliver my letter, yes? - I delivered it myself, sir.

Is there no one else I might call on?

My brother, I suppose.

But I hardly like to trouble him when I know that Beckywill be on herway before too long.

Even so, sir.

[Squeaking, Door Closes ]

Poor Rawdon. He's in prison.

I know. I'll send my man Wenham with the bail tomorrow.

One night won't kill him.

Heaven knows he's on familiar territory.

[Lock Unlocking]

Oh, Becky. Thank God.

It is I, Rawdon. It's Jane.

Whenyournote came, I readit.

I've paid Mr. Moss.

This is no place for a woman like you.

Youshouldnot have come here. I'm not worth it.

Yes, you are. You are worth it.

I want to change,Jane.

I mean to make a different life for Rawdy and I.

At least I mean to try. Then you will succeed.

Now, get your things and I'll takeyou home.

I must apologize...

for my excessive zeal.

You need no forgiveness from me.

Oh, but I do. I need your forgiveness.

And your love.

Suppose mywish is to finish now, if I ask no other favor?

You've had yourwishes, Mrs. Crawley.

[ Moans ]

Crawley. What keptyou?

Nothing happened, Rawdon. I beg you to believe me. I'm innocent.

What areyou two scheming about? Tell him I'm innocent.

You, innocent? When my money has bought every trinket on your body?

Let me pass, sir. You cowardly, villainous liar!

Rawdon! Rawdon, don't! What areyou doing?

Come here!

Take offthat necklace.

Now get out!

Open it! Open it.

I want to know ifyou or he are lying. Open it!

A thousand pounds.

You might have spared me a hundred, Becky.

I always shared with you.

Rawdon! Rawdon, wait!

Please! Forgive me.

Wait! Wait!

I made a grave mistake. I'm sorry.

You cannot know the journey that I have made.

Oh, I should. I traveled with you.

Not from the beginning.

Please, Rawdon.

In myway, I've loved you.

Then that is your misfortune. Good-bye, Rebecca.

[DoorSlams Shut] [ Sobbing ]

[ Screams ]

"Following the premature death ofHis Excellency, the Governor ofCoventry Island,

"we hear the post is to be offered to the distinguished veteran ofWaterloo,

Colonel Rawdon Crawley."

Well, this is excellent.

[ Scoffs ] Excellent be damned!

The place is a graveyard, and it is Steyne who sends me to it.

[ Sighs ] Well, whatever the reason,

this is a chance and you must take it.

[RoosterCrowing]

[Man ] Goodboy. Steadynow.

My life has not been much.

Everything I've touched has turned to dust,

except that boy.

Would you take care ofhim for me?

Rawdon, I promise you I will love him as my own.

I do already.

God bless you.

Brother.

[ Sobbing ]

[Men Chanting]

[ Chattering]

Him.

Who? Who said that?

Of course.

Madame de Crawley.

[ Clears Throat ] Off to work.

Place your bets.

[ Speaking French ]

I'm sorry, I don't speak-- Is this your first time in the casino?

And if it is? You must use your beginner's luckwisely.

The chance will not come again.

George. What would Amelia say if she knew you were here?

Not now, Dobbin. May I present--

But I know the majorverywell.

Mrs. Crawley.

Don't tell me it is the infamous Mrs. Crawley. George.

It is, sir. Soyour mother must be traveling on the continent.

Your grandfather forgave her in the end?

He did, God bless him. He left herwell provided for.

We've been traveling with my mother's friend.

Alas, Major Dobbin, areyou still only her friend?

Come.

You must see Mama. Come tomorrow.

We're at the Erbprinz Hotel.

She won't want to be disturbed.

Major Dobbin, I don't rememberyou for a tease.

I would love to. Tell her I'll be there in the morning.

You must have known my father.

Doyou think I'm like him?

Very.

It is notyour place to issue invitations. But ifshe's an old friend--

She's an old acquaintance. It's not the same. Your motherwon't wish to see her.

Of course I want to see her.

Becky. How could I not?

That little devil brings mischief wherever she goes. She killed her husband.

[ Chuckles ] He died oftropical fever.

You can hardly lay that at her door. Can't I?

They took her son from her.

Rubbish. Rawdon took the boy away because cats are better mothers.

And what do you know of motherhood? You have no child.

Don't I know it?

And if I have any authority in this house--

Authority?

You have none, sir.

Who do you thinkyou are? My father?

Myhusband?

You're right.

I know whatyourheart 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.

- I -I have been your friend. - No.

You have allowed me to be your friend.

We have spent enough ofourlives at this play, Amelia.

Let this end.

We are both weary of it.

When his cousin died, I knew Rawdy would spend his life at Queen's Crawley.

He belongs there.

But you must see him.

Why don'tyou? Does LadyJane prevent it?

No.Jane would not keep me from him.

But Rawdy has become a great man.

I love him and I wish him well, but my place is no longerwith him.

Tell me, how is Major Dobbin?

I passed him as I came here, looking veryfierce.

[ Chuckles ]

We have fallen out. Over me?

Overyou, yes, but over other things as well.

Amelia Osborne, you're a damn fool.

He isyour dearest friend.

It matters not what he thinks of me. You should go and fetch him.

I cannot, Rebecca. You don't know what lies between us. I do.

Ever since I saw him buy that piano, I've known how it stood between you.

That was George. It was Dobbin.

- I saw him with my own eyes. - George loved me.

George Osborne loved no one but himself.

He'd have jilted you but for Dobbin and left you ifhe'd lived.

Stop! Silence.

Dobbin was right.

Whereveryou go, you trail wickedness and heartache in yourwake.

I came prepared for this. George gave this to me at the Duchess of Richmond's Ball.

Whatever it is, I will not read it.

"My darling, Becky, won'tyou save me from a life of dreary toil?

Flywith me. We will dance ourway across Europe. Your George."

That is the man you have made your life a shrine to.

I've been a fool.

We have all been fools.

Butyou maystill remedyyourfolly. Go!

Hurry. In the back.

Wait! Wait!

[ Chattering, Laughing]

My Angel, take compassion upon us.

Dine with Fritz and me at the inn in the park. We'll die ifyou don't.

T omorrow maybe. Ask me agai n tomorrow.

T oday I 'm a I ittle tired.

[Joseph ] I'm looking for a Madame de Crawley.

Can you tell me where I might find her?

Mr. Sedley?

Mr. Joseph Sedley?

What are you doing in Germany?

By Jove. Have I found you?

Amelia said you were here.

Is it truly the beautiful Mrs. Crawley?

I'm on myway back to India.

India.

Mygad, Mrs. Crawley. What a turn up.

I do hope that traveling will not tire you. Oh, no, Mr. Sedley.

You know I love to visit new places.

��� [Man Singing In Native Language ]

��� [Singing Continues ]

It's so beautiful.

��� [Singing Continues ]

��� [ Ends ]