An orphaned young woman with a sharp intellect and a cynical understanding of British class structures. Raised by a drawing teacher and a French dancer, she lacks the wealth of her peers and must work as a governess. She relies on manipulation, charm, and an acute awareness of social etiquette to climb the ranks of society.

A wealthy, passive, and sweet-tempered young woman who thoroughly accepts the rules of her society. Unlike her schoolmate Becky, she is completely submissive to the expectations placed upon her and heavily romantically devoted to her fiancé. She idolizes him despite his obvious flaws.

A clumsy, physically awkward, but deeply honorable military officer. He is the son of a greengrocer, making him socially inferior to many of his peers, but he commands respect in the military. He harbors deep, unexpressed feelings for Amelia while remaining loyal to his childhood friend.

A privileged, handsome, and self-centered young man born into wealth. He enjoys a bachelor lifestyle, gambling, and spending time with military friends, often neglecting his fiancé. He operates with an arrogance typical of his elite social standing.

An aristocratic patriarch whose title masks a mean, careless, and stingy personality. He relies on specious lawsuits for income, refuses to pay for basic comforts like candles, and mistreats his estate workers.

Sir Pitt's second son, an energetic young soldier who enjoys the life of a country gentleman. He relies heavily on the financial backing of his aunt, having been expelled from university.

Sir Pitt's exceptionally wealthy half-sister. She is fiercely independent, enjoys French philosophy, and manipulates her relatives by dangling the prospect of an inheritance in front of them, relishing their insincere flattery.

Amelia's stout, wealthy older brother who works as a tax collector for the East India Company. He is awkward and unused to female attention, making him susceptible to early flirtations from ambitious women.

The patriarch of the Sedley family, possessing substantial wealth from his business ventures. He is generally good-natured but finds amusement in the obvious social climbing of his daughter's friend.

Amelia's mother, a comfortable woman who is easily won over by flattery and is eager to see her daughter successfully married.

George's wealthy, strict, and highly status-conscious father. He uses his money to control his children and demands absolute obedience regarding their social and financial choices.

George's sister. She adheres to her father's strict rules and looks down upon Amelia, viewing her as unintelligent and unworthy of her brother.

George's sister. Like Jane, she operates within the strict parameters set by her father and treats Amelia with condescension.

The authoritative, rule-bound headmistress of the Chiswick academy. She strictly enforces the social hierarchy among her students, favoring the wealthy and marginalizing the poor.

Barbara's sister and assistant at the academy. She heavily dislikes Becky and her rebellious nature.

Sir Pitt's oldest son and the heir to the estate. He is devoutly religious, highly pretentious, and aims to inherit his aunt's vast fortune. He initially ignores the new governess.

Sir Pitt's brother, a country gentleman who prefers hunting and gambling over religious duties. He is popular in his constituency but relies on his wife to write his sermons.

Reverend Bute's scheming wife. She manages the household finances carefully, spies on the main estate via servants, and actively plots to ensure her family inherits Matilda's wealth.

Sir Pitt's second wife, a woman from a lower social class. She is socially isolated, lacking the rebellious spirit to defend herself, and allows her daughters free rein.

Sir Pitt and Lady Crawley's thin, pale daughter. She is given free rein by her neglected mother and spends time playing with the servants' children.

Sir Pitt and Lady Crawley's thin, pale daughter. She is given free rein by her neglected mother and spends time playing with the servants' children.

A loyal companion and friend to Matilda Crawley. She helps manage Matilda's social world but soon finds herself pushed aside by the charming new governess.

An aristocratic schoolboy who bullies George Osborne. He is challenged to a fight by Dobbin, who surprisingly defeats him and earns the respect of the other students.