Tom has discharged his father's debts. Mr Tulliver has died and the family have been forced to leave the mill. Tom has forbidden Maggie to marry Philip. She has met Stephen Guest.

Mr. Wakem has bought the mill and appointed Mr. Tulliver manager. Tom and his father have cursed Wakem and his family. Maggie and Philip have met again.

Maggie has befriended Philip Wakem, son of her father's greatest enemy. Mr Tulliver has gone to law once too often and received a distressing letter.