In early 19th century England, ambitious and ruthless orphan Rebecca Sharp advances from the position of governess to the heights of British society.

Based on Browning's poem, a widowed Duchess raises a son that decides to abandon modern ways and act like it's the medieval days. When he wishes to marry, a young woman is found and plays along believing it's all a joke.

The production vindicated the new feature-length movie format by restoring several characters, plot complications, and atmosphere that had been truncated in Thanhouser’s 1910 version of less than one-sixth the length.

Ruined by Charles Wainwright, George Garrison commits suicide but begs his son Henry to avenge him before expiring. Henry goes West makes a fortune, then returns to New York. Assuming the name of Henry Thompson he becomes Wainwright's protégé and through his machinations is elected mayor of New York. For his support Wainwright wants a franchise binding the city to the financier's railway, but Henry refuses. Attempting to frame Henry on an old murder charge fails when the “victim,” Henry's partner Joe Standing shows up. Finally, Henry confronts Wainwright exposing his evil deeds. Wainwright’s daughter, Dallas, proclaims her love for Henry.