Nelly is frightened of Mr. Quilp, but she is also amused by him. She is able to restrain her urge to laugh easier than usual this time because of her anxiety over her errand. She is worried about his reply to the letter.
Quilp is perplexed by the letter, then dismayed. He reads it a second time, which disheartens him more. He asks if Nelly knows the letter’s contents. She denies this. He inquires if she is tired, and she says no—but she is in a hurry to get back. Her grandfather will worry. He asks her if she would like to be his wife after the first Mrs. Quilp dies. Nelly trembles in alarm, and he laughs at her reaction. He says they are going to return to his house. Nelly replies she is supposed to return as soon as she has his answer. He points out that she doesn’t have it yet, and she won’t until they return to his house.
When they go out, they find Kit fighting with the other boy. Quilp grabs a stick and starts beating both of them. His servant tries to grab it away from him and fails. The fight started because the boy had told Kit that Nell was ugly, and she and her grandfather have to do what Mr. Quilp says. Quilp gives Kit a coin and tells him to always tell the truth, and orders the other boy to lock the counting house.
Mrs. Quilp is planning on going to bed when her husband returns with Nelly. He orders her to get refreshments for the child while he writes a letter. He takes her aside and also asks her to talk to Nelly—find out what she knows about her grandfather, what they do, how they live, and what the grandfather tells her. Mrs. Quilp is reluctant because she doesn’t want to deceive Nell, whom she loves. She obeys when Quilp pinches her.
Mrs. Quilp asks Nell how many errands she has ran for her grandfather to Mr. Quilp’s. Nelly replies numerous, and her grandfather always looks so dejected over it. Mrs. Quilp asks if he was always so unhappy, and Nelly says he has changed. Nelly starts crying, revealing her anxieties and sorrows—which she normally keeps to herself. She is glad to have Mrs. Quilp as a confidante besides Kit.
Nelly is aware how the door to the next room creaks. Mrs. Quilp blames it on the wind.
Nelly wishes her grandfather spent evenings with her like he used to. She used to read to him, and he would talk to her about her mother. Mrs. Quilp tries to soothe her. Nelly continues, saying she misses their walks, and how the house seems gloomier. Her grandfather is still just as kind and still loves her just as much. He sleeps during the day in his chair, and he goes out all night. Last night he returned late. He was pale, his eyes were bloodshot, and he was trembling. When he didn’t think she was able to hear him, he moaned that he would be glad to die if not for her.
Mr. Quilp enters and feigns surprise at Nell’s tears. He blames it on stress and exhaustion, and suggests she stay and rest—have dinner with them. Nell recoils from his touch and states she must return. Quilp hands her a note and says that he’ll visit the grandfather tomorrow or the next day—and he was unable to do that business for him this morning.
Quilp criticizes his wife’s obvious attempt to extract information from the child. Mrs. Quilp says it is bad enough he overheard a secret the child entrusted to her, and she feels bad for the child. He says she should be happy that he did get a clue, or he would have taken out his anger on her. He tells her he won’t be home for dinner.
Mrs. Quilp retires to her bedroom, her conscience bothered by her betrayal.