Nicholas settles his accounts with his landlord and the man he rented furniture from. Feeling optimistic despite being low on money, he decides to leave London.

He stands outside his mother’s house, taking comfort that Kate still loves him despite the accusations. He wishes she would come out and say goodbye, but he realizes it is better to leave things as they are.

He meets up with Smike and Noggs. Smike carries their luggage. Noggs plans to walk with them as far as he can. Nicholas admits to Noggs that he has no set destination in mind, and his plans may change often. He promises to write.

Nicholas eventually persuades Noggs to walk no further with them. When he truns back, Nicholas tells Smike they are heading to a different city than the one he had given Noggs. He wants to go to Portsmouth. If they can’t find work, then they can get on one of the boats.

Smike looks forward to proving himself as a capable person. When Nicholas wants to carry their bundle, Smike refuses to relinquish it. He wants to serve Nicholas.

Nicholas asks if Smike has a good memory. Smike says he lost it at the school, but he had it once. Nicholas questions him about the events he remembers prior to coming to Squeers’ school. Smike seems to be able to recall much. He doesn’t remember his mother. He remembers his old room, and he remembers the man that took him to Squeers’ school.

They enjoy walking in the country, which is calmer and more scenic. The landscape becomes hilly, which makes the journey more tiring. They gain heart as they near their destination, and yet sometimes it seems so far off.

They stop at an inn. A guest agrees to let them share his meal. Mr. Crummles, the guest, is a manager of a theater group. Two of his actors are rehearsing a play. He tells Nicholas that they are going to open in Portsmouth. He admires Smike’s appearance, saying he is a fine specimen for the theater.

Nicholas becomes depressed, thinking about his home and his lack of prospects. Seeing that Nicholas is distracted, Mr. Crummles asks him what is the matter. Nicholas admits that he is worried about what he and his friend will live on.

When he learns that Nicholas is planning to get employment on a ship, Crummles tells him that they wouldn’t hire him. He is the wrong type, and they aren’t desperate to hire since there are plenty of the right type lingering around these parts. He then suggests that they join his theater group. Nicholas has doubts about his ability, but Crummles believes he will be a natural. Besides, there are other duties he could do—like make signs advertising their show or writing plays.

Nicholas decides to join. He’ll make a pound a week at least, more if the shows do well. It will allow him to stay in England close to his family.