Cast
- Jonathan Rhys Meyers as George Osborne
- James Purefoy as Rawdon Crawley
- Rhys Ifans as William Dobbin
- Ruth Sheen as Miss Pinkerton
- Tom Sturridge as Older Georgy Osborne
- Reese Witherspoon as Becky Sharp
- Douglas Hodge as Pitt Crawley
- Gabriel Byrne as The Marquess of Steyne
- Jim Broadbent as Mr. Osborne
- Bob Hoskins as Sir Pitt Crawley
- Eileen Atkins as Miss Matilda Crawley
- Romola Garai as Amelia Sedley
- Tony Maudsley as Joseph Sedley
- William Melling as Rawdy
- Barbara Leigh-Hunt as Lady Bareacres