Vanity Fair, with its rich cast of characters, takes place on the snakes-and-ladders board of life. Amelia Sedley, daughter of a wealthy merchant, has a loving mother to supervise her courtship. Becky Sharp, an orphan, has to use her wit, charm, and resourcefulness to escape from her destiny as a governess. This she does ruthlessly, musing: "I think I could become a good woman, if I has 5.000 pounds a year." Thackeray's story is set at the time of the battle of Waterloo, in which the Sedley fortunes are lost - and Amelia is back to square one - while Becky rises with contemptuous ease.