A district attorney Jim Stowell (Warren William) realizes that his own wife (Gail Patrick) might be having an affair while he is prosecuting a cuckolded murderer.
Becky Sharp (Miriam Hopkins), a socially ambitious young lady, manages to survive during the background years of Napoleon's defeat at Waterloo. Becky gradually climbs the British social ladder, overcoming poverty and class distinctions, through her best friend Amelia Sedley (Frances Dee), praising any rich man who would listen.
In her efforts to advance herself, she manages to connect with a number of gentlemen: the Marquis of Steyne (Cedric Hardwicke), Joseph Sedley (Nigel Bruce), Rawdon Crawley (Alan Mowbray), and George Osborne (G. P. Huntley Jr), the husband of Amelia.
She rises to the top of British society but becomes the scourge of the social circle, offending influential ladies such as Lady Bareacres (Billie Burke).
Sharp falls into the humiliation of singing for her meals in a beer hall, but she never stays down for long. At the end, she cons her last man and finally lands Amelia's brother, Joseph.
Tom Collier owns a small press that publishes deluxe books. He has been living in the city with his best friend and lover Daisy Sage without being married. Daisy is a successful commercial artist for a fashion magazine. She has just returned from three months in Paris. While Daisy was away, Tom has fallen in love with Cecelia Henry.
Tom's wealthy banker father, Rufus Collier, describes his lifelong frustration with his son to Cecelia and Owen Fiske, a family friend and attorney. Tom has had every advantage, including education at both Harvard and Oxford, and a position at the bank, yet he is an idler and his friends are uncouth. His father is now afraid that Tom might actually marry Daisy. Cecelia reassures him on that score: She is going to marry Tom in June. Owen is surprised and crushed—he thought that she loved him—but Tom's father doesn't notice and approves wholeheartedly.
Tom tells Daisy of his impending marriage. He assures her that nothing between them need change, but Daisy grows angry and sends him away, saying "Good-Bye...’til Doomsday". Soon, Cecelia has persuaded Tom to publish a book that is "the worst tripe" that his press has ever published, but it sells wonderfully. She talks him into publishing bad books that will make money and getting rid of his old friends, including "Red", his prize-fighter friend and butler. She wants Tom to sell his publishing company, live in the city with his father as a "proper gentleman" and take their place in society, a prospect that Tom has been resisting all his life.
Daisy tries to stay away, but she and Tom's Bohemian friends can't believe he's happy. She loves him deeply and wants to have children with him, but cares most about his well-being. Tom complains that he's losing his soul and integrity. Finally, when Cecelia offers Tom champagne to toast selling his publishing company and moving in with his father, Tom realizes that Cecelia's bedroom suite reminds him of a brothel he used to visit, as he says, "in vino veritas". When Red tells Tom he is going back to the city, that he can't stomach being at that house any longer, Tom insists on driving him to the station, saying, "I'm going back to my wife", referring to Daisy. As he leaves, he signs over to Cecelia a large birthday check from his father, and puts it on the mantle, just as he used to leave money for the girls in the bordello.
Billy Dannreuther is a formerly-wealthy American who has fallen on hard times. He is reluctantly working with four crooks: Peterson, Julius O'Hara, Major Jack Ross and Ravello, who are trying to acquire uranium-rich land in British East Africa. Billy suspects that Major Ross murdered a British Colonial officer who threatened to expose their plan. While waiting in Italy for passage to Africa, Billy and his wife Maria meet a British couple, Harry and Gwendolen Chelm, who plan to travel on the same ship. Harry seems a very proper and traditional Englishman, while Gwendolen is flighty and a compulsive fantasist. Billy and Gwendolen have an affair, while Maria flirts with Harry. Peterson becomes suspicious that the Chelms may be attempting to acquire the uranium themselves. Though this is untrue, it seems confirmed by Gwendolen, who lies about her husband and exaggerates his importance.
File:Beat the Devil (1953).webm
Sea-sick Harry and Gwendolen on board
Billy and Peterson decide to take a plane instead, but their car runs over a cliff when they are pushing it after a breakdown and the pair are wrongly reported to have been killed. In order to replace Peterson's lost capital, Ravello approaches Harry Chelm and explains their scheme. Just then, to everyone's surprise, Billy and Peterson return to the hotel unharmed, just as the purser announces that the ship is at last ready to sail. On board, Harry reveals that he knows about Peterson's scheme and intends to inform the authorities. Peterson orders Major Ross to kill Harry, but Billy thwarts the murder attempt. Disbelieving Harry's outraged accusations, however, the ship's drunken captain has Harry locked in the brig.
The ship's engine malfunctions and the passengers are told to escape by lifeboat. When Billy goes to rescue Harry, he finds that he has freed himself and left the ship, intending to swim ashore. Having abandoned ship, the passengers land on an African beach, where they are arrested by Arab soldiers. They are interrogated by Ahmed, an Arab official who suspects that they may be spies or revolutionaries. Billy creates a distraction by fleeing the room, and befriends Ahmed when he is recaptured by talking to him about Rita Hayworth, whom he pretends to have known. Billy then persuades him to send the party back to Italy by sailing boat.
After the party land, they are questioned by a Scotland Yard detective, who is investigating the murder of the Colonial officer. Just as he seems taken in by Peterson's smooth talk, Gwendolen reveals Peterson's scheme, his involvement in the murder and his attempt to kill Harry. The detective promptly arrests Peterson, O'Hara, Ross, and Ravello. As the four crooks are led away in handcuffs, Gwendolen receives a telegram from British East Africa saying that Harry has acquired the land where Peterson and the others were aiming to enrich themselves; he is now extremely wealthy and willing to forgive Gwendolen. Billy laughs happily, saying "This is the end, the end!"
This short features Olive as a screenwriter for Surprise Pictures, working on a treatment of the story of Aladdin that will feature herself as the beautiful princess and Popeye as Aladdin, all the while speaking in rhyme. As she types, her adaptation of Aladdin comes to life on the screen, with Popeye having to use his wits against an evil vizier who seeks to control a magic lamp inhabited by a powerful genie. After completing the script, Olive gets a termination of employment notice from the front office, which reads "Your story of Aladdin is being thrown out...and so are you! [signed] Surprise."
As in many Popeye cartoons, many of the gags are conveyed using dialogue. As Princess Olive awaits Popeye/Aladdin's declaration of his love, he turns to the camera and remarks "I don't know what to say...I've never made love in Technicolor before!" During the climactic battle between Aladdin and the vizier, Olive screams out "Help! Popeye—I mean Aladdin—save me!!"