After Oliver recovers from his fainting spell, Mr. Brownlow and Mrs. Bedwin are careful about the topics they discuss with him. They avoid referring to the painting.

The next day, Oliver is disappointed to see that the portrait is gone. Mrs. Bedwin says they took it down, as it seemed to affect Oliver—and they worried it would affect his health. Oliver tells her he liked the portrait. She promises to put it back up when he is well.

Oliver is very happy during this time. Everything is tranquil and orderly. The people are kind. It is very different from what his life has been. When he is well, Mr. Brownlow provides him with a new outfit. He gives his old clothes to a servant who has been kind to him, with the instructions that she is to sell them and keep the money. Oliver is glad to be rid of them.

One night, Mr. Brownlow asks to see him. Oliver is fascinated by all the books in the library. Mr. Brownlow asks Oliver if he would like to learn how to write, for it was better than playing outside. Oliver thinks he would rather read books than write them—and even better, he’d like to sell them.

Oliver becomes worried that Mr. Brownlow means to turn him out. He begs to be allowed to remain as a servant. Mr. Brownlow says he never will abandon Oliver unless Oliver gives him reason to. Mr. Brownlow trusts him. He tells Oliver he has sometimes been made a fool of by those he has helped. The people he loved have died. He has not walled up his heart, but he hopes that Oliver will not wound him.

Mr. Brownlow asks Oliver to tell him the details of his past. A servant interrupts and announces the arrival of Mr. Grimwig. Mr. Brownlow tells Oliver that Mr. Grimwig is a rough-mannered but good-hearted person. Grimwig enters complaining about how surgeons toss orange peels on stairs and in the streets, which is certain to one day cause his death. Seeing that Mr. Grimwig is disagreeable, Mr. Brownlow sends Oliver to tell Mrs. Bedwin to get tea ready.

Mr. Grimwig inwardly thinks that Oliver is a fine looking boy, but he enjoys being contrary about everything. Mr. Brownlow admits he is ignorant of Oliver’s past, and Grimwig asks if the boy steals.

Oliver begins to feel more comfortable in Grimwig’s company when he returns. Mr. Brownlow asks Oliver to come up the next day to talk about his past. Grimwig says that Oliver won’t keep that appointment.

The bookstall boy delivers some books and runs away before Mr. Brownlow can send him back with a payment and a return of some books he had taken out. Mrs. Bedwin is unable to call him back.

Oliver offers to deliver the books. Mr. Brownlow doesn’t like sending Oliver out so late, but when he sees Grimwig’s sneer, he wishes to prove that his trust in Oliver is validated. When Oliver leaves, Grimwig tells Brownlow that Oliver will not return. He will go back to his friends now that he has new clothes, valuable books, and the five pounds Brownlow sent to pay the bookstall owner.

Though Mr. Grimwig doesn’t want to see his friend betrayed, he wants to be proven right about Oliver. They sit in silence, waiting for Oliver to return.