Dr. Blimber announces that Miss Blimber will begin Paul’s instruction. Paul wishes he could retain his acquaintance with Glubb, the old man who pushed his carriage along the seashore, as he believes Glubb knew what the sea was saying. The Blimbers believe Glubb is too low-class an association for Paul to have. Paul is shown his dormitory, with two roommates, Briggs and Tozer. Toots befriends Paul, though Toots does not have great conversational skills. Periods of dining, sleep, and study are all very regimented in the Blimber household. Paul struggles in his studies, which “went round like a mighty wheel, and the young gentlemen were always stretched upon it” (158).

Paul delights in Saturdays, when Florence visits. Susan comes to stay with Florence and greatly dislikes Mrs. Pipchin. Florence asks Susan to find her the books Paul is learning from so she can help him with his studies. Dr. Blimber doesn’t notice that this life is exhausting to Paul since he has generally found that his students’ parents want him to be sterner with them rather than more lenient. Paul grows quiet and thoughtful, and others begin to say he is odd and old-fashioned. Toots remains Paul’s friend, though Toots is not the thoughtful sort.

In the evenings, Paul looks out the window and watches for Florence, and is delighted to see her. His father will walk past the house as well, but he rarely visits; “He could not bear it. He would rather come unrecognised and look up at the windows where his son was qualifying for a man, and wait, and watch, and plan, and hope” (163).

The narrator describes Mr. Dombey’s counting house and its gloomy atmosphere. There is a messenger, Mr. Perch, who sits by the door. There is an office for Mr. Carker, the manager, and Mr. Morfin, a junior officer. Mr. Morfin is a bachelor, a cheerful man who enjoys playing music. Mr. Carker, who’s defining feature is his very regular and shiny teeth, insists on his own inferiority and subservience to Mr. Dombey. His older brother, John, whom Walter encountered in the street, has a lesser position in the office.

Mr. Dombey and Carker the manager confer about business, and Carker mentions the need to fill a junior position in Barbados. Walter enters with letters, one of which is from Florence, and his appearance is off-putting to Dombey. Dombey decides that Walter should be sent to Barbados. Carker the manager calls in his brother to lecture him about being a disgrace. John admits that he sees a trace of his younger, better self in Walter, and likes the boy for that reason, though he doesn’t wish to associate Walter with his degradation. Carker the manager is still angry at John for bringing shame upon the family. John confesses to Walter that he robbed from the counting house when he was younger, but Mr. Dombey’s father allowed him to keep his position instead of sending him to prison. Walter is distressed that going to the West Indies will part him from his uncle, Solomon.

Paul looks forward to his Midsummer vacation, when he will see Florence. Miss Blimber gives her analysis of Paul, which is that he is of good character and has made progress in his studies, but he “is often very unlike other young gentlemen of his age and social position” (179). Paul wants everyone to like him, even the dog, and doesn’t like being considered old-fashioned. The other students help look after him as he becomes progressively frailer. Paul looks forward to the party that will be held before the break, to which Florence is invited. Paul’s vision of his future is to take his money and go into the country and live in a beautiful place with Florence.

Paul’s increasing illness keeps him from his studies, and when the day of the party arrives, Florence is distressed at first sight of him. A new family comes to inspect the premises: Sir Barnet Skettles, Lady Skettles, and their son. Sir Barnet knows of Mr. Dombey’s reputation and encourages his son to make friends with Paul. All the boys and Lady Skettles admire Florence, which pleases Paul. Florence, to him, is “a golden link between him and all his life’s love and happiness” (195). Even as he watches the party, Paul thinks he hears the murmur of the sea. Events become hazy to him as he says his goodbyes, and Toots plays a prank on him by peeking in the carriage windows as they leave. When he is taken to their London home, Paul asks Florence if she saw their father watch their entrance, then go into his room to cry.

Walter isn’t sure how to break the news of his departure to his uncle, so he decides to ask Captain Cuttle to speak for him. Walter approaches the Captain at his rooms in Brig Place and explains that he fears he is being sent away as punishment, but he doesn’t want his uncle to know this. The Captain thinks they should consult his friend Bunsby, whose intellect and discernment the Captain respects. Walter says he will go for a walk while the Captain speaks with Solomon.

Walter passes Dombey’s house and thinks fondly of Florence; in his mind, she is “precious, unattainable, unchangeable, and indefinite” (209), something of a guiding angel. Walter is hailed by Susan, who is trying to find Staggs’s Gardens—Paul has asked to see his old nurse, whom he dimly remembers. Stagg’s Gardens, however, has been built over by the railroad, and it has transformed to a grand, busy place, full of industry and commerce: “To and from the heart of this great change, all day and night, throbbing currents rushed and returned incessantly like its life’s blood” (211). Toodle is now a stoker for the railroad, and his family lives in a company house. Polly has more children, but she remembers Susan and agrees to visit Paul. When they return to the Dombey residence, Walter is invited inside.

Paul has been bedridden since his return from school, and he watches the light play across the walls of his room. One night he is frightened to see a shape at the foot of his bed, but Florence, who is always with him, says it is their father. Paul asks to see his old nurse, and Polly weeps to see him. Paul asks to see Walter, of whom he has always been fond. Then he asks Florence to lie down with him, and he tells Florence he sees their mother. The narrator meditates on the “old, old fashion” (219) which is death, and the immortality that awaits “when the swift river bears us to the ocean” (219).

Having been unable to speak with Mr. Dombey on Walter’s behalf, since he visited the house the afternoon Paul died, Captain Cuttle tells his friend Solomon that Walter is being sent to the West Indies as “an extraordinary preferment” (221). The Captain hopes that Walter will grow up to marry Florence. Solomon says he is old-fashioned enough that he wishes the boy could stay with him. Captain Cuttle, to ease his own worries, visits the counting house and is assured by a smiling Mr. Carker that all is well. In fact, Carker tells him nothing but lets the Captain believe what he likes. The Captain is pleased to think that he has helped the young people.

The servants in Mr. Dombey’s household mourn, and the counting house is gloomy. Only Mr. Carker smiles as if he sees a path before him. Mr. Dombey leads the funeral procession to church. The man who is making Paul’s funeral marker asks if he should correct the inscription “beloved and only child” to read “son” (232). Mr. Dombey agrees. Florence is devastated by Paul’s death, but Mrs. Chick, supported by Miss Tox, tells her she must make an effort. Mrs. Chick believes that if Mrs. Dombey had made more of an effort, Paul would have been stronger. Mrs. Chick says Mr. Dombey is a Dombey, “if ever there was one” (236), and he will make an effort. Florence wishes she could comfort her father. She watches the family across the street and notes the loving interaction between that father and the eldest daughter. At night, she creeps downstairs to sit outside her father’s room.

Toots visits to offer his condolences. He brings Dr. Blimber’s dog, whom Paul liked. The dog’s name is Diogenes, and he devotes himself to Florence on the spot. Florence learns from Susan that her father is going away. She goes to his rooms to see him, and he treats her sternly, without a trace of tenderness. Florence is destroyed that she cannot seem to make her father love her. The narrator notes, “Let him remember it in that room, years to come. The rain that falls upon the roof: the wind that mourns outside the door: may have foreknowledge in their melancholy sound. Let him remember it in that room, years to come!” (247).

The statue of the wooden midshipman at the doorway of Solomon’s shop looks on indifferently as Walter prepares for departure. Walter mentions that he told Susan how much he would like to hear, now and again, that Miss Dombey is well, saying, “I could never forget her gentle manner, or her beautiful face, or her sweet kind disposition” (250). He has even kept the shoes she was wearing that day he found her. Florence and Susan come to tell Walter goodbye. Walter thinks of Florence, not romantically, but as a pure being. Florence asks him to think of her as a sister. She gives him a packet which turns out to contain a small purse of money.

The Captain and Solomon decide they will save the last bottle of Madeira for when Walter returns home. John visits to bid Walter goodbye. The Captain tries to give Walter his watch, but Walter asks for his walking stick instead. The Captain and Solomon plot the progress of Walter’s ship on their nautical charts while the bottle of Madeira waits.

Mr. Dombey breakfasts with Major Bagstock before setting out on their trip to Leamington Spa. Mr. Dombey is relieved that the Major seems to hold a sense of Dombey’s importance, since Dombey has found that his wealth and reputation did nothing to help his son. The Major’s servant, who is referred to as “the Native,” is going with them. The Major tells Dombey that Miss Tox is “a scheming jade” (264) who was trying to get Mr. Dombey’s attention. When Miss Tox waves goodbye to them, Dombey gives her a cold nod, which the Major is delighted to see.

They are taking the train, and at the station, Dombey sees Mr. Toodle, the fireman, with a black armband on his sleeve. Dombey asks if Toodle has lost a child, and he says they did, some years ago. Dombey is outraged to think that Toodle might be wearing mourning for Paul. Toodle laments that his son, Rob, “has got into bad ways” (268). Dombey says this is a poor return for his trying to educate the boy. All during their journey, the shriek and roar of the train, and its inexorable rush, make Dombey think of Death; this image is repeated several times. Dombey thinks of Florence and wonders why she remains alive when his beloved boy, the center of all his plans, was taken. Instead of thinking of Florence with pity, he dwells on his resentment. At Leamington, the Major proves to be very social, and Dombey agrees to walk out with him.