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

A newspaper publishes Paul's claims about Melmotte and the railway, and soon Melmotte is hounded by creditors. Melmotte needs his emergency fund, held in Marie's name, but she refuses to sign the money over to him. Hetta decides to find out the truth between Mrs. Hurtle and Paul. She visits Mrs. Hurtle who confirms the engagement, and tells Paul that she can never see him again.