Kate is ill for three days and is unable to work. Miss Knag is just as rude when Kate returns, and the other women avoid her.

Kate is spared this when Mrs. Mantalini calls her upstairs to arrange the shower room. Mrs. Mantalini admits to Kate that she is worried, but she doesn’t reveal the reason why.

Mr. Mantalini sweet-talks his wife, who is put out by his extravangance. She blames him for the situation they are in. He tells her they will get the money. They can always borrow it from Ralph Nickleby. Mrs. Mantalini points out that Kate is within hearing. They start whispering. She reminds him of prior debts that she paid on his behalf. However, she loves him too much to stay angry with him.

Two gentlemen enter. One gives Kate his card, saying that Mr. Mantalini can spare himself a lot of trouble if he’d talks to him. Mrs. Mantalini is surprised to see them. They give her a document that gives them the right to take her inventory. She is grief-strickened and faints. The gentlemen are unperturbed and don’t bother assisting her.

Mrs. Mantalini tells her husnband that he has ruined her. He rushes out. She tells Kate to go after him, fearing that he’ll harm himself. When they find him, he has a knife. He claims he is going to cut his throat. Mrs. Mantalini tells him she didn’t mean it. She says she shares the blame for their misfortunes. She finally calms him down.

The Mantalinis go bankrupt. Most of their staff is let go. Miss Knag is retained, but Kate loses her position. Mrs. Nickleby acts like she knew this would happen and chides Kate for her poor career choice. She tells Kate she should consider becoming the companion of an elderly lady. As it happens, she saw an advertisement in the paper. Ralph Nickleby approves of this idea. He is responsible for the Mantalinis becoming bankrupt.

Cadogan Place is a district where the illegitimate children of great people are placed. The people are proud of their family ties, even if they aren’t recognized by them. Kate is nervous. She still hasn’t recovered from the tumult of her life.

They are introduced to Mrs. Witterly, the lady who advertised for a companion. Mrs. Nickleby begins to prattle away until Kate gets her to halt her narration. Mrs. Witterly asks Kate what she can do. She asks if Kate is good tempered. Kate answers the questions, then produces her uncle’s card as a reference. She is embarrassed as Mrs. Witterly looks her over. She decides she likes Kate and summons her husband.

Mr. Witterly talks about how his wife’s soul is too large for her body, and that is why she is always stressed out. He asks Kate’s qualifications and asks questions of his own. They decide they will check her background and promise to get back with her within two days.

Mrs. Nickleby, assuming that Mrs. Witterly is on her deathbed, imagines that Kate will become the second Mrs. Witterly.

The Witterlys hire Kate, who isn’t that enthusiastic. She moves to their home.