A month or two later, Mr. Dorrit holds a conference with Mrs. General about Amy.

He asks her how she views the temperament differences between Amy and Fanny. Mrs. General replies that Fanny has a forceful, self-reliant personality that Amy lacks. Mr. Dorrit agrees, forgetting everything that Amy had done when they were at the Marshalsea.

Mrs. General claims that Fanny doesn’t need improving, but she is too opinionated and demonstrative. Mr. Dorrit blames the girls losing their mother so young and only having him to guide them.

Mr. Dorrit doesn’t doubt Fanny will learn from example. He is more concerned about Amy, who is his favorite. Mrs. General doesn’t see why he should prefer Amy. He believes something is wrong with Amy since she doesn’t go out with them or has their tastes.

Mrs. General is surprised that Amy would find any of this new, as Mr. Dorrit has never revealed their history. He claims he was “retired”, and their life was different.

Mrs. General claims that her arguments about why Amy should adapt a certain thought process have not been successful. She advises him to speak with Amy himself, believing he’ll have more influence.

Mr. Dorrit is suspicious of his valet Tinkler, who he fears knows their past. He is tempted to fire him, but Tinkler never reveals that he does.

When Amy arrives, Mr. Dorrit asks why she isn’t fitting into their new life. Amy says she needs more time. Mrs. General criticizes her choice of words.

Mr. Dorrit is angry, feeling Amy has had plenty of time. Fanny has managed very well. Amy replies she hopes to improve. Mr. Dorrit continues to say that she embarrasses him. She was always his favorite and begs that she adapt to her station.

Mrs. General speaks up. She tells Amy she must stop looking at vagrants, for one shouldn’t look at disagreeable things. Amy represses her emotions for her father’s benefit. She recognizes the fear her father has harbored since his Marshalsea days. It has not dispelled, and she realizes sorrowfully how powerless she is to rid him of it. She doesn’t blame him. She feels sorry for him. Amy promises to try to do better. She has tried before but failed.

Mr. Dorrit is angry that Amy continues to bring up the “old topic”—which everyone has agreed to forget. She hurts him. He points out that he was head of the Marshalsea, and people respected Amy because of it. He suffered there. Yet, he has moved on. He expects her to. His other children have. He provides her with a well-bred woman to guide her. Yet, Amy says she cannot do it—which irks him.

He mentions that he worries for Amy’s sake, not his own. She prefers to mope. She desires to remake circumstances they want to forget. She chooses to reject society. She needs to be ignorant of everything disagreeable. That is good breeding.

Fanny and Edward are exhausted at breakfast. Fanny is constantly going to parties. Fanny often rejects Mrs. General’s suggestions but later adopts them. Edward is usually out gambling with his friends.

Frederick Dorrit never plays his clarinet now that it no longer earns him his living. He now likes to stare at paintings and take snuff, though he refuses to carry it in the gold snuff box. Amy often accompanies him.

He mentions at breakfast having seen the Gowans at a paint gallery he visited the day before. Fanny is angry. Amy said she would have brought it up if her uncle hadn’t. She wishes to visit Mrs. Gowan. Fanny is glad that Amy wants to visit someone, though not the Gowans.

Mrs. General advises that Amy shouldn’t visit anyone who isn’t of the same social class as her family. Mr. Dorrit is about to forbid it when Edward mentions that the Gowans are connected with the Merdle family. Mr. Dorrit ask how he knows this. Edward reminds him that they met the Merdles at Martigny, and they are also in Venice. He has met Sparkler, who has a crush on Fanny. Mr. Dorrit gives his permission for Amy to visit Mrs. Gowan. Amy leaves.

Frederick suddenly protests. He accuses Fanny of being an ingrate. Amy had been a friend and guardian to her. Fanny cries that she loves Amy and is grateful. However, she is concerned about the family reputation. Frederick complains about how proud and ungrateful the family is. They have put Amy at a disadvantage and have caused her pain. Mr. Dorrit is uncomfortable. Edward is amazed. Fanny is upset, complaining that his accusations are cruel and unjustified. Mr. Dorrit reminds her that her uncle is not mentally with it and should be ignored. Though they all agree not to tell Amy what he said, Fanny’s behavior makes Amy uneasy. Fanny acts both affectionate and hysterical.