Quilp is in hot pursuit of Nell and her grandfather, who are working for Mrs Jarley and her travelling waxwork show.

A kindly schoolmaster offers to take Nell and her grandfather to a safe village. Still in pursuit, Quilp has been sent in the wrong direction by the furnaceman.

Quilp returns to London under the misapprehension that the old man and Nell are also on the way back. Nell's health is causing concern. Quilp tells Brass that Kit must be discredited in some way.

Kit has been framed by Quilp and thrown into jail. His plight is brought to the attention of Mr Witherden by Swiveller. The Single Gentleman finally tracks down Nell and her grandfather.