Kate sits for a portrait by her landlady two days after her brother’s departure. Miss La Creevy wanted to paint her because of her beauty.

The landlady discusses the difficulties in painting miniature portraits. Many of her customers complain that she either makes them too serious or smirking. Miss La Creevy claims that sitters are usually one or the other, so you can’t help but paint them that way. Serious expressions are reserved for people who have professional vocations and sometimes actors. Smirking expressions are given to ladies and gentlemen. Many of the officers that Miss La Creevy paints are not actually military gentleman. They are clerks who rent a military costume.

Miss La Creevy asks when Kate expects her uncle. Kate is hoping he will come soon, for she finds the waiting difficult. Her landlady asks if he is rich, and Kate replies that is what she has always heard. Miss La Creevy comments that he must be, or he wouldn’t be so brusque. Only an independent man can afford to be so. Kate says she heard he had been disappointed early in life. She is giving him the benefit of the doubt despite his roughness.

Miss La Creevy remarks how nice it would be if he supported Mrs. Nickleby and Kate until they were both married. Kate prefers him to give her a vocation, for she doesn’t want to be dependent on him. She only hopes he finds a position that will allow her to be with her mother. Their future fortunes will depend on Nicholas’ success.

There is a knock at the door, and Ralph Nickleby enters. They suspect he has overheard their conversation by his comment that they were talking so loudly, that they failed to hear him. His expression is malicious.

He tells the landlady she had better finish her portrait that day, for tomorrow Kate will be engaged elsewhere. He asks if she has let the apartment yet, and she says no. He tells her that his family won’t be there after this week, so she had better do it soon.

Kate goes upstairs with her uncle to see Mrs. Nickleby. Ralph abruptly gets to the point, saying he has found a situation for Kate. Mrs. Nickleby keeps interrupting with a torrent of conversation, which she blames on Kate for initiating. Ralph comments that the family does have a habit of prattling needlessly.

Ralph has found Kate a position with a milliner and dressmaker. When Mrs. Nickleby seems dismayed, he tells her that the career can lead to great wealth. He wishes to bring Kate there now for an interview.

While Kate goes to get ready, Mrs. Nickleby talks about all the furniture she once had that is now being sold for nothing. It seems she is hoping he will buy replacements for it. He becomes more resentful.

When they are walking to the dressmaker’s, Kate tells her uncle she is grateful. When she starts crying, he tells her to stop it. He hates tears because they are affected and foolish. When Kate asks if she will live with her mother, the uncle says she will work long hours…but she can return home to her mother at night. Their home, he emphasizes, will be more humble.

At the dressmaker’s place, they encounter a man who curses constantly and leers at Kate. His wife is the dressmaker. Mr. Mantalini has done business with Ralph in the past.

Mrs. Mantalini assures Kate that her husband doesn’t do more than look at young women and talk about them. She gives Kate the details about the job. They work for 9 a.m. – 9 p.m. Sometimes they work overtime, but they get paid for it. Dinner and tea are provided. Kate’s salary will be from 5-7 pounds, depending on what she can do. She is to begin on Monday.

Ralph tells Kate he will have to change their living arrangements if she insists on staying with her mother. He tells her that they will leave their current apartment on Saturday. He will keep them in an empty house he has until he can let it.