Nicholas and his sister Kate arrive penniless and jobless in London after the death of their father. Nicholas has an important encounter with Newman Noggs.

Kate is invited to dinner by Uncle Ralph, where she suffers from unwanted attention. On his arrival in London, Nicholas is informed of an accusation against him.

Nicholas refuses to restore Smike to Squeers' cruelties, so the duo leave London and find employment with Vincent Crummles and his company of strolling players.

Kate is still hounded by the unwanted affections of Sir Mulberry Hawk and Lord Verisopht. Nicholas and Smike prepare to take to the stage.

Nicholas finds employment with the kindly Cheeryble brothers while Smike is in for a shock after Squeers arrives in London and begins plotting with Ralph.

Smike gets captured by Squeers but help is soon at hand from John and Tilda. Meanwhile, Nicholas is directed by the Cheerybles to meet Madeleine Bray.

Unknown to Madeline, Ralph and Gride have come upon some important information about her. Meanwhile, Smike falls ill after escaping from Squeers.

It’s pistols at dawn as a duel to the death takes place, and Nicholas interrupts the marriage of his beloved with equally tragic consequences.

Ralph and Squeers conspire one final time to steal Madeline’s inheritance papers as Smike takes a turn for the worse.

Noggs and Cheeryble come to Nicholas’s and Madeline’s aid as Squeers and Ralph finally get their comeuppance and the secret of Smike's parentage is revealed.