Having left the doldrums of London far behind, Becky (Olivia Cooke) begins her tenure as a governess with much aplomb. Firstly mastering the subtleties in winning Violet (Orli Goldstein) and Rose (Niamh Durkin) and helping them by speaking in French, but then meeting Rawdon (Tom Bateman) at every turn. Rather he was the one doing the chasing, as his brother Bute (Mathew Baynton) and his prim and proper and utterly boring wife, Martha (Sian Clifford) watch her, the veritable hussy take over the household. Not so but she begins to bring Pitt (Martin Clunes) around by wanting to become his secretary as she impresses him with her legal knowledge, everything she picked up from her father and his troubles. Bute thinking she will get to be with Rawdon, as well as Pitt and take over. Although Pitt is now married to his second wife, he is impressed with Becky's work and has developed a soft spot for her too..
Until the arrival of Aunt Matilda (Frances de la Tour) Pitt's sister has everyone in a tizzy as she has the money in the family too and has not made a will. Alas she only has eyes for her beloved Rawdon as he accompanies her to Queens Crawley. Becky even teaching the girls how to curtsy to impress Aunt. As well as impressing Aunt herself, at singing and playing the piano. She confesses she hopes someone will take Rawdon away, some rich woman as he hasn't a penny to his name and is in debt. However Becky tells her it is more apt if he marries a poor miller's daughter which makes all the rich ladies envious. Cos this life is all about money as Bute and Martha also want to inherit Aunt's thousands. Completely greedy as the eldest he will also be getting Queens Crawley too. Though he's rather a Mr Collins' character from Jane Austen's Pride and Prejudice, not failing to throw in a sermon over and over. Even when Aunt tells him she doesn't want any sermonizing from him.
She finds solace in Becky and as Becky tells her she is a friend to her now. As Martha goes to Miss Pinkerton (Suranne Jones) to get the lowdown on Becky's father, whom she tells her was a drunk and her mother an opera dancer, thinking this will help in her plan to rid them of Becky. A plan which Bute labels "brilliant;" not quite as they've not encountered the likes of Becky Sharp before. Nor likely ever will again. She thinks Rawdon will seduce Becky at the dance and she will be shamed and will have to leave.
As Rawdon gets Becky alone outside after a dance and says he's never met anyone like her, so full of life and that he would not take advantage of her. As they are about to kiss they're interrupted as Becky hears the music has stopped and Aunt asks for her. Pitt's feeding her mutton has made her ill. However Becky looks after her, helping her remove her wig. The next day she leaves for London with Aunt who has made Becky her nurse.
In London, Amelia (Claudia Jessie) is not having much luck with George (Charlie Rowe) who hasn't written or replied to her countless letters and Dobbin (Johnny Flynn) berates him for this as he's playing billiards with Rawdon, on a winning streak. George begs (yes begs) for money from Dobbin and he gives him some to enable him to buy a present for Amelia. However he buys a cravat pin for himself! Whilst waiting for Amelia, Mr Sedley (Simon Russell Beale) asks about his father and how they were good friends. Yet George's (Robert Pugh) father doesn't carry that same opinion of him and is only looking for George to make a better match than a "lame duck." He tells George to demand £10,000 otherwise he should find someone better, ie more wealthy. Calling in all of the Sedley loans. As Amelia comes to visit Osborne, Sedley accompanies her but isn't allowed into the house, whereby he has a turn and must be helped by Amelia and Sam (Richie Campbell). Becky finally writes to Amelia about her adventures in darkest Hampshire.
As Thackery (Michael Palin) says in the opening it's all about people being concerned about worthless things and everyone just wants to get money any way they can. Of course George wouldn't fight for Amelia when he can do better and didn't even want her. As Rawdon skulks after Becky. Shall I say skulks after his funny line of "relatives skulking" around as he proceeded to do the same on the stairs and where he asked Becky if she's smoked a cigar before. Which she does now in a replay of eating extra hot curry from part 1. As for modern song inclusions, this episode ends with Madonna's Material Girl being played as she rides off in the carriage with Aunt and confesses who her parents really were which Aunt finds marvellous! Roll on Chapter 3. Finally Becky meets someone who doesn't judge her for who she is.
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