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Tulliver is dead and his wife and family have left the mill. Maggie has unhappily fallen in love with Stephen Guest, her cousin Lucy's fiancé.
Wakem is now owner of the mill and Tulliver his embittered employee. Tom has told Maggie she must stop seeing Philip Wakem or he will never speak to her again.
Tom, Maggie and their mother are once more living at the mill. On a rowing trip on the river, Maggie is dismayed when Stephen creates the situation in which it looks as if they are eloping.