With Napoleon defeated and exiled, the reluctant Duke of Wellington (George Arliss) is persuaded by Lord Castelreagh (Gerald Lawrence) to represent Great Britain's interests at the Congress of Vienna, where the victorious allies will decide the future of Europe. While there, his friend the Duchess of Richmond (Norma Varden) introduces the married man to the pretty Lady Frances Webster (Lesley Wareing), an ardent admirer, at her ball. During the course of the evening, however, Wellington receives an urgent message: Napoleon has escaped and has landed in France.
1802, London. The mysterious Lord Steyne (Gabriel Byrne) goes to a painter's studio where he has agreed to buy a painting of a young woman. The young Rebecca "Becky" Sharp (Angelica Mandy), then a girl of ten, insists on having ten guineas, instead of four guineas, as the price of the painting. The painter explains that the model in the painting is Becky's mother, the painter's late wife. Steyne agrees to pay the higher amount and leaves with the painting. The young Becky is seen moving to Miss Pinkerton's Academy for Young Ladies after her father's death.
In 1814, after 20 years of military glory Napoleon Bonaparte, the Emperor of France, faces defeat at hands of the sixth coalition, the forces of Britain, Austria, Prussia and Russia. Facing certain defeat, Napoleon's marshals gather and demand that he abdicate. At first Napoleon violently refuses, but after hearing of the surrender of his last army he agrees.