* Reese Witherspoon as Becky Sharp
* Ryan Reynolds as Rawdon Crawley
* James Purefoy as Captain George Osborne
* Kathy Bates as Miss Matilda Crawley
* Tom Wilkinson as Mr. Joseph Sedley
* Stephen Fry as Joseph Sedley
* Natasha Richardson as Amelia Sedley
* Bob Hoskins as Jos Sedley
* Simon Callow as the Marquis of Steyne
* Timothy West as Sir Pitt Crawley
* Genevieve O'Reilly as Lady Jane Crawley
* David Bradley as Dobbin
This list doesn't include all the actors who appeared in the film, but it highlights the most prominent roles.