The tale of one of the most seductive social climbers of all time, Becky Sharp, comes to television in the A&E original movie "Vanity Fair," airing Sunday and Monday at 8 p.m.

The six-hour film produced by BBC and A&E Network is based on William Makepeace Thackeray's classic novel of social satire. A three-hour installment airs each night and repeats at midnight.

Natasha Little stars as Sharp, the orphaned daughter of a penniless artist, resourceful, ambitious, scheming and irrepressible.

Frances Grey portrays Sharp's friend Amelia Sedley, a true opposite of Sharp, affectionate, unworldly and trusting. She brings Sharp home with her from school and gives her a place to live although she is continually being duped by her.

The actresses are supported by Nathaniel Parker, Tom Ward and Philip Glenister, and the tale is set against the tapestry of the Napoleonic Wars.

* Sunday on BBC America at 8 p.m., the first three episodes of "As Time Goes By" starring Judi Dench. The British series will then begin airing weekdays at 8 p.m. At 10, Dench stars in "Can You Hear Me Thinking?," the finale of BBC's run of her films.

* Sunday on Showtime at 8 p.m., Tom Berenger stars as a retired CIA operative in "In the Company of Spies." Berenger's spy is brought back into action to help save a captured colleague from North Korean authorities. Ron Silver, Alice Krige, Clancy Brown and Arye Gross co-star in the movie, which includes scenes filmed inside the CIA's Langley, Va., headquarters. Repeats: Nov. 4, 14 and 27.

* Sunday on TLC at 8 p.m., a two-hour edition of "TLC Presents" looks at bodyguards' training, motivation and history. Titled "Bullet Catchers," the first hour focuses on the U.S. Secret Service and its British equivalent, the Royal Protection Squad. The second hour centers on private bodyguards who protect celebrities and other VIPs.

* Sunday on CNBC at 8 p.m., "National Geographic Explorer" debuts "Savage Mountains," in which single mom Hiekidi Howkins aims to climb K2. She notes: "You're only halfway there when you reach the summit." Five women have stood atop K2; three did not survive the journey back down. Repeats: Saturday at 8 p.m.

* Sunday on Lifetime at 8 and 9 p.m., the drama series "Any Day Now," with Annie Potts and Lorraine Toussaint, opens its second season with the two-part episode, "It's Not About the Butter."

* Tuesday on Cinemax at 7 p.m., "Cinemax Reel Life" goes behind the scenes of the famed Friars Club with the one-hour "Let Me In, I Hear Laughter . . . A Salute to the Friars," a club where show business elite such as Al Jolson, George M. Cohan, Frank Sinatra, Milton Berle, Bob Hope, Cary Grant and Lucille Ball were toasted and roasted with rude, crude, uncensored but very funny jokes. Repeats on Nov. 15.

* Wednesday on Comedy Central at 10:30 p.m., the Friars Club is the scene for "Comedy Central Presents the N.Y. Friars Club Roast of Jerry Stiller" with Jason Alexander serving as roastmaster, herding the likes of Ben Stiller, Alan King, Anne Meara, George Wallace and Robert Schimmel. Repeats at midnight and Friday at 11 p.m. and 2 a.m.