Arthur needs to find the courage to confide in Matthew before Compeyson's plan comes into effect. Inspector Bucket catches sight of Barbary.

Compeyson is now officially courting Miss Havisham and again demands money from Arthur to make himself seem a more credible suitor. Arthur is driven to selling some personal family items to obtain the money, and with some drink inside him almost gives the game away in front of Amelia. Will Compeyson let this slip up go unpunished?

Meanwhile, Honoria is determined to solve her father's debt problems and avoid an arranged marriage with Sir Leicester. She sets out with Captain Hawdon to find a plausible solution, but their attempts come up short.

Elsewhere, the Bumbles entertain Mr Gradgrind, Bumble's boss, and the Cratchit's are getting increasingly worried about Tiny Tim.