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 and Smike decide to return to London after Nicholas receives a letter from Newman Noggs concerned about Uncle Ralph’s treatment of Kate.