- Becky Sharp: Rawdon, wait! WAIT! I'm sorry! You cannot know the journey I have made.
- Rawdon Crawley: I should. I traveled it with you.
- Becky Sharp: Not from the beginning. Rawdon, in my way, I have love you.
- Rawdon Crawley: Then that has been your misfortune.
- Rawdon Crawley: [pauses]
- Rawdon Crawley: Goodbye Rebecca.
- [leaves]
- Becky Sharp: [screams in despair]
- Miss Matilda Crawley: Oh, please tell me there's something disreputable in your past
- Becky Sharp: Well, my father was an artist
- Miss Matilda Crawley: Ah, that's better, a starving one I hope
- Becky Sharp: Absolutely ravenous
- Miss Matilda Crawley: Keep your toadying until I get to a fire. You can suck up all you wish once I'm warm.
- Miss Matilda Crawley: [Rawdon gives Becky a note, and there is a sound as she throws it into a bowl of water] What was that?
- Becky Sharp: Nothing. False note.
- Becky Sharp: I'll manage.
- Rawdon Crawley: Won't you just. There never was a woman that could manage like you, Becky Sharp.
- George Osborne: [as Becky plays a piano forte] So, Miss Sharp. How do you like your new place?
- Becky Sharp: My place? How kind of you to remind me. It's quite tolerable, thank you. And they treat me very well. But then, this is a gentleman's family... and quite a change from tradespeople.
- George Osborne: You seemed to like tradespeople well enough last year.
- Becky Sharp: Joseph Sedley, you mean? It's true. If he'd ask me, I would not have said no.
- George Osborne: How very obliging of you.
- Becky Sharp: I know what you're thinking. What an honor to have had you for a brother in-law. Captain George Osborne, son of John Osborne, Esquire, son of... what was your grandfather?
- [George remains silent and stern]
- Becky Sharp: Never mind. You cannot help your pedigree.
- Amelia Sedley: [the clock strikes midnight at the Waterloo ball] George, shouldn't we rest now? There may be a battle in the morning.
- George Osborne: Go to bed if you're tired, my dear. Sweet dreams.
- [Dances with Becky]
- George Osborne: Are you tired, you wicked woman?
- Becky Sharp: [laughing] I'm not a child, Captain Osborne. Not like your brainless little Amelia. Ambition doesn't tire. Evil never sleeps.
- Becky Sharp: Are you trying to steer me towards an indiscretion?
- Rawdon Crawley: Would you like me to?
- Becky Sharp: No man has managed it yet.
- The Marquess of Steyne: They'll bully you and patronize you. But that's what you want I suppose?
- Becky Sharp: I do.