Mr. Rokesmith continues to “bury” John Harmon ever deeper, now that Bella Wilfer has rejected him as a poor man, rather than as John Harmon the rich man she has decided she must marry. Mrs. Betty Higden comes to the Boffins’ and tells Rokesmith that she is running away from Sloppy, who thinks that he can live with both the Boffins and her at the same time. She wants to remove herself to make his new life easier. She also complains of a deadness coming over her since Johnny’s death. She wants to borrow money from the Boffins to outfit a sewing basket so that she may travel around the country as a seamstress. While the Boffins regret losing her and would do more for her if she let them, Rokesmith encourages them to allow the old woman her independence. Bella helps her think of materials to buy and sends her off.

Rokesmith sends for Bradley Headstone to arrange for Sloppy’s schooling. He asks about Lizzie and the possibility that she is discriminated against because of her father’s involvement in the Harmon murder. Headstone shares with Rokesmith his disdain for Eugene Wrayburn and his doubtful intentions toward Lizzie.

Bradley Headstone and Charley Hexam arrange to run into Lizzie away from the influence of Jenny Wren. Bradley confesses that she has been the ruin of him and asks her to marry him. Lizzie refuses and is offended that he has even asked. He accuses her of being in the thrall of Eugene Wrayburn. When he grabs her arm, she becomes frightened and escapes. Charley runs after her and demands to know why she refuses to raise herself up from the lower class. He feels that she is dragging him down when he is working so hard to establish himself at a respectable level. He renounces her and leaves. While Lizzie sits weeping, Mr. Riah comes across her and begins to take her to his home to recuperate when Eugene Wrayburn arrives. He expresses his anti-Semitism to Mr. Riah and insists that he will be the one to take Lizzie home, even though she tells him to leave her to the care of Mr. Riah. In the end, both of them walk her home, and Wrayburn speculates about where his involvement with Lizzie will next take him.

At the Lammles’ first-anniversary dinner, Mr. Twemlow is told that he will be introduced to Fledgeby, who is his distant relation. The main topic of conversation at the dinner is the disappearance of Lizzie Hexam. Mrs. Lammle draws Twemlow aside and warns him that Mr. Lammle is intending to get Fledgeby to marry Georgiana. She begs Twemlow to do what he can to prevent it.