Infamous financier, Augustus Melmotte arrives in town with his wife, Madame Melmotte, and daughter, Marie, amid rumours of his financial wizardry and the eligibility of his heiress daughter. Concerns that Melmotte may also be an accomplished swindler are soon forgotten as London's impoverished establishment greedily anticipates a change in fortunes.

Paul is shocked at the news of his former love, Mrs Hurtle's, arrival in London. She is intent on keeping Paul to the promise of marriage that he made to her two years ago. Paul, now very much in love with Hetta Carbury, tries to explain that his feelings have changed, but the beguiling and sexually manipulative Mrs Hurtle warns him that it is up to her to release him from the engagement

Marie Melmotte arrives in Liverpool with her maid, Didon, on the first stage of her elopement, only to be arrested and taken back home in disgrace after her father has raised the alarm. Meanwhile, Felix is stopped from seeing Ruby by Mrs. Pipkin and Mrs. Hurtle, who refuse to allow the 'courtship' to continue until he makes his intentions clear