John invites Nicholas to dinner at an inn. Nicholas is grateful to John for saving Smike and ready to make amends with Fanny Squeers. Mr. Squeers walks in on their dinner and accuses Nicholas of kidnapping and John of helping him, but Nicholas is no longer afraid of his influence.

After dinner, Nicholas and John help break up a fight at the inn. The fight is between two young men, one of whom insulted a woman. Nicholas is surprised to discover that the man who had disrespected the woman is the clerk from the register office, while the woman’s defender is Frank Cheeryble, Mr. Cheeryble’s nephew. Nicholas wonders if Frank knows anything about the mysterious woman whom Nicholas is in love with.

Charles Cheeryble, wanting to make sure that the cottage he rents to Nicholas is comfortable, invites himself over. As the Nicklebys prepare for his visit, Kate reveals to her mother that she often thinks of her dead father. Mrs. Nickleby is moved by her daughter’s tears and reflects that she hasn’t been paying attention to Kate’s emotional health. Charles and Frank visit, and they all enjoy a beautiful evening together.