Mrs. Nickleby is thinking about her daughter’s future as Lady Mulberry Hawk when two gentlemen, Pyke and Pluck, arrive. They are emissaries of Sir Mulberry and request that Mrs. Nickleby join them, Sir Mulberry, and her brother-in-law Ralph at the theater that evening. Mrs. Nickleby explains that she never goes out, but Pyke and Pluck insist and tell her that a carriage will arrive to pick her up. Mrs. Nickleby eventually agrees, thrilled at the thought of being in the company of aristocracy and unhappy that Kate never told her of the acquaintance. When she arrives at the theater that night, Mrs. Nickleby is met by Pyke and Pluck and escorted to the box where Sir Mulberry Hawk and Lord Verisopht are waiting. As they settle into their seats, they hear Kate’s voice; she is in the adjoining box with Mr. and Mrs. Witterly. They join her, much to Kate’s unhappiness, though Mrs. Witterly is impressed by the proximity of nobility. Afterward, she resists Sir Mulberry’s attempts to detain her, warning him that her brother will have something to say about his “unmannerly persecution” of her.

The next day, Mrs. Witterly is overwhelmed by the thought of having spent the previous evening in the company of a genuine lord, who has been invited to her home. Kate, however, is horrified when she hears a carriage rolling up and a knock on the door. It is Pyke, Pluck, Lord Verisopht, and Sir Mulberry. While the two gentlemen pay attention to Kate, Mrs. Witterly tries to include herself in the conversation. Afterward, Mrs. Witterly berates her companion for her “forwardness” toward gentlemen. Kate objects to this insinuation so strongly that Mrs. Witterly faints and the physician must be called for. Kate leaves the house and goes to see her uncle, who is sympathetic toward her rage but tells her that the attentions of these men will eventually fade away when someone else comes across the scene. Kate leaves in tears, but she is stopped by Newman Noggs, who is also crying. He bids her to be strong. After she leaves the house, he pretends to box his employer, Ralph Nickleby.

Nicholas receives a challenge by letter from Mr. Lenville, who has been displaced by Nicholas’s success. The male members of the company side with Lenville while the ladies support Nicholas. When Nicholas confronts Lenville, he hits Lenville, effectively ending the quarrel as the men congratulate him. Nicholas receives a letter from Newman Noggs, indicating that Kate is in need of his help. He tells the Crummles that he is must leave the troupe and return to London.