In darkest Hampshire, Becky spends her days as governess to Sir Pitt Crawley's neglected daughters. Her employer's handsome youngest son, Rawdon, does his best to interest Becky in a flirtation. But Becky's ambition is to get into her employer's good books, and soon she is promoted to the position of Sir Pitt's indispensable secretary. In London, Amelia's childhood sweetheart, George Osborne, never replies to any of her letters. George's father now opposes their marriage because he suspects the Sedley family business is failing. When Mr Osborne calls in his loans, Amelia's father is ruined.Sir Pitt's snobbish sister, Matilda, pays a visit to Queen's Crawley. Everyone is on their very best behaviour, because they all yearn to be remembered in the rich old lady's will. Becky forms a new plan, and quickly charms her way to becoming Matilda's favourite new companion. Matilda sweeps Becky off in her carriage, to Sir Pitt's dismay.