Tom's letter to Lady Bellaston threatens to sink his prospects with Sophia. A sword fight puts him in even deeper trouble. A secret emerges.

Tom is lured to a masquerade by an insatiable paramour; complications develop. Blifil and a loathsome lord try to compromise Sophia. 

Tom is banished by Allworthy. Meanwhile, Sophia flees her impending marriage to Blifil. Adventures ensue, including fateful encounters.

Tom and Sophia hit it off, despite their wildly contrasting backgrounds. Molly complicates the picture for Tom, and Blifil for Sophia.