Martin tells Pinch that if he becomes a great architect, he will become Pinch’s benefactor. Pinch fears he isn’t useful enough to deserve such a blessing. Martin, though, sees how Pinch’s abilities can serve him well.
Pinch is happy until Martin mentions marrying Mary. Martin paints the future. He will have children who are fond of Pinch, and Mary will be kind to him. Pinch will play the organ for them. Pinch has been quiet through this reverie, but finally says that people have always held a higher regard for him than he deserves—but he is always grateful, never forgets it, and always tries to make it true.
Martin asks Pinch if he has heard from Westlock. Pinch says Westlock has inherited some property. He had always promised Pinch to buy him dinner when this happened. Upon hearing how good of friends Pinch has become with Martin, Westlock invited both to dinner.
John Westlock looks like a gentleman, but he greets Pinch just as warmly. He and Martin become friends easily. Westlock tells Pinch that he has ordered everything on the menu that they had talked about having.
Pinch leaves to talk to the organist’s assistant. Westlock and Martin talk about how good-natured and loyal Pinch is, particularly to Pecksniff. They both agree that Pinch is too willing. Martin mentions how Tigg borrowed money from Pinch.
Martin asks Westlock what he thinks of Pecksniff. Westlock dodges the question, saying that Pinch can tell him—and Pinch thinks Westlock is very unjust in his sentiments. Martin admits he doesn’t like Pecksniff himself, but circumstances have forced him to accept Pecksniff’s offer. Westlock denounces Pecksniff as a scoundrel, mean, and a hypocrite.Westlock proposes a new toast to the new pupil and reveals that Pecksniff has put out an advertisement for one.
Pinch returns. When Westlock brings up his feelings about Pecksniff, Pinch says that Westlock is his friend, and he loves him—but he cannot listen to him cut down Mr. Pecksniff. He is particularly worried that Westlock will prejudice Martin. Westlock apologizes and proposes a toast to Pecksniff’s health.
Westlock lies to Pinch, saying that Mr. Tigg asked him to deliver payment for the money he borrowed. Westlock tells him that Tigg is not always so reliable about paying his debts, and Pinch shouldn’t lend him money again. Tigg is a very disrespectable person. Pinch worries that Westlock is falling into the wrong crowd if he knows Tigg that well. Westlock assures him this is not the case.
Martin and Pinch return to the Pecksniff’s and learn that the family will be returning by the night’s coach. Martin compares himself to Westlock unfavorably and becomes depressed. His mood lowers Pinch’s spirits.
They go to greet the Pecksniffs. Martin is astounded when he is snubbed by them. He asks Pinch what this is about, but Pinch didn’t see because he was getting the luggage. Pinch is surprised when they arrive at the house, and Pecksniff is indeed pretending that Martin doesn’t exist.
Pecksniff asks Pinch how things have been in his absence. Pinch says that Martin has nearly finished the grammar school. Pecksniff tells him to not mention anything relating to that anymore. Martin asks why he is being treated so. Pecksniff continues to ignore Martin, causing Pinch discomfiture. Martin repeats his question, drawing nearer and talking louder.
Pecksniff finally takes notice of Martin, saying he will talk to him presently when there isn’t a third party around. Martin insists they talk now. Pecksniff asks if Martin is threatening him, then states he is not surprised that someone with his character would. He accuses Martin of deceiving him. He mourns over Martin’s corruption, but he cannot let Martin reside under his roof. Martin advances, but Tom restrains him. Pecksniff trips when he takes a step back and falls. Martin calls Pecksniff a servile hound and tells Pinch there will come a day when even he sees it.
Martin leaves the house. Pinch chases after him, asking if he means to leave with no clothes and money. Martin says is going to America. Pinch begs him to rethink his decision, but Martin is resolute. Pinch gives him a book with a leaf turned down and departs in tears.