William Makepeace Thackeray is ambivalent in his depiction of woman characters, which is primarily the result of the discrepancy in the attitude to women of the Victorian society· Like many of the contemporary novelists, he at once supports and questions the position of women and the double standards of his male-dominated society. His attitude to the Victorian concept of ideal womanhood is equally ambig^uous as that of the Victorian concept of the "fallen" woman. Thackeray portrays his female characters as contrasted pairs, usin^ the "bad" woman as a foil to the "g“ood" one. Such portrayal is in keeping' with the method of Victorian fiction; however, he questions the values of ideal woDianhood in the conventional novel. The ambivalence of Thackeray's attitude to his female characters makes it difficult for the reader to determine whether he prefers the good, submissive, but the boring parasite in the Amelia type or the bad, rebellious, yet attractive Becky type. Contributing to this ambivalence is Thackeray's irony as well as humor. Such ambivalence no doubt resulted from his contradictory attitude to his mother, wife, and the woman he loved. The ambivalence and ambiguity in his attitude is to be found in all of his novels, but most obviously in Vanity Fair and Henry Esmond. These are the two novels most memorable for their contrasted female characters. The pairs of women examined are Amelia Sedley and Becky Sharp of Vanity Fair and Rachel Castlewood and Beatrix Castlewood of Henry Esmond.