The narrator describes Carker the manager, sitting in his office sorting the mail, as a cat, sly and “sharp of tooth” (286). John enters to say that he’s worried about their sister, Harriet. Carker the manager has disowned Harriet since she took John’s side years ago.

Carker receives a letter from Mr. Dombey inviting him to visit Leamington Spa. Dombey directs him, if the ship named the Son and Heir has not yet left, to appoint some other clerk to go to the West Indies instead of Walter. Perch the messenger says there is a boy asking for a job and claiming his mother was a nurse to Mr. Dombey’s son. Carker greets Rob and treats him roughly. Rob has lost money trying to raise birds and wants a position.

Mr. Carker then receives Solomon, who is paying off part of his loan and asks if Mr. Carker has heard word of the Son and Heir. Mr. Carker asks Solomon to give Rob a position in his shop and instructs Rob to report to him what goes on there. Carker escorts Rob home to see his mother, and Polly is glad to hear that Rob is reforming. Rob hopes to avoid seeing his father, as he cannot bear being a disappointment to him. Carker wants Rob particularly to report if Florence visits Solomon.

Carker then rides past Dombey’s house and sees Toots emerging. Toots has come into his inheritance and is attempting to live like a gentleman, including sponsoring a boxer called the Game Chicken. Toots calls regularly on Florence; the narrator notes, “No tax-gatherer in the British dominions—that wide-spread territory on which the sun never sets, and where the tax-gathered never goes to bed—was more regular and persevering in his calls than Mr. Toots” (301). Toots believes himself in love with Florence. Carker witnesses a moment when Toots kisses Susan and Diogenes attacks his leg.

Florence is alone in the house, which is described as a kind of fairy tale tower in which she is shut up. The narrator describes the house as in a state of rapid decay, with mirrors accumulating dust, mold growing, and grass growing on the roof; “But Florence bloomed there, like the king’s fair daughter in the story” (306). She walks through her father’s rooms and leaves him things she hopes will please him when he returns. She imagines a life where her father loves her and longs to show him that she loves him.

Sir Barnet and Lady Skettles invite Florence to visit them. Susan mentions there has been no report of Walter’s ship reaching its destination, and Florence is upset. She goes to visit Solomon and sees Rob trying to train pigeons. Florence then visits Captain Cuttle at Brig Place, where he is trapped in his rooms because Mrs. MacStinger is cleaning. Captain Cuttle, who addresses Florence as Heart’s Delight, assures her that Walter will be well. They go together to visit his friend Bunsby, who is captain of the Cautious Clara. Bunsby, a man of intimidating appearance whom Cuttle regards as something of an oracle, says vague things that Captain Cuttle takes for reassurance. Florence notices Solomon, who appears secretive and preoccupied, and hurries away, saying he has things to prepare.

Sir Barnet is a social man who likes to expand his number of acquaintances. He and Lady Skettles welcome Florence for a visit. Florence watches the other children who are visiting, wondering if she might learn from them how to win her father’s love. One child, an orphan, pities Florence that she, too, has no parent to care for her. When she is walking one day, Florence meets a working man who dotes on his daughter, though his daughter treats him with scorn. Mr. Carker visits, and Florence recoils from him. He whispers to her that nothing has been heard of Walter’s ship, and this upsets her.

Rob comes to Brig Place to tell Captain Cuttle that Solomon is gone. He left two packets for the Captain and the keys to the Wooden Midshipman. One packet contains Solomon’s last will and testament; the other gives instructions that it is not to be opened for a year.

Captain Cuttle goes to the shop to see that Solomon’s things are gone. The Captain decides to take up residence at the shop and takes great pains to sneak away from Mrs. MacStinger, leaving his things packed in a trunk. After this, the Captain is fearful that Mrs. MacStinger will discover him and is nervous every time he sees a woman wearing a bonnet pass the shop.

Carker the manager comes to Leamington and reports that the Son and Heir was lost at sea. Dombey takes Carker to meet Edith. Mrs. Skewton praises Edith at length and claims that she and her daughter are very alike. When Mrs. Skewton asks the Major about a match between Dombey and her daughter, the Major warns her that Dombey is very proud, but Mrs. Skewton says Edith is also. Edith is cold and scornful when she meets the gentlemen. Dombey invites Edith and Mrs. Skewton to join him for breakfast and a trip to see the local sights. The Major confides in Carker that Dombey is attracted to Edith. They dine together, and Carker takes pains to flatter Mr. Dombey and entertain the Major.

Mr. Carker goes walking and sees Edith sitting alone. Her thoughts appear to be troubling her. Another, older woman asks Edith for coin to tell her fortune; Carker drives her away. When Mrs. Skewton and Edith arrive for breakfast, Dombey is surprised that Edith and Carker appear to recognize one another. Carker senses that Edith feels little but scorn for Dombey. They travel together to visit Warwick Castle, and though Dombey and Edith walk together, the narrator notes the divide between them: “He, self-important, unbending, formal, austere. She, lovely and graceful in an uncommon degree, but totally regardless of herself and him and everything around and spurning her own attractions with her haughty brow and lip, as if they were a badge or livery she hated” (372).

Mrs. Skewton arranges for Edith to sketch a scene for Mr. Dombey, and Mr. Carker holds her pencils and praises her work. As they part ways after dinner, Dombey says to Mrs. Skewton that he has arranged to speak with Edith the next day. Mrs. Skewton expects a proposal of marriage is forthcoming. Edith is upset; she says, “He has considered of his bargain; he has shown it to his friend; he is even rather proud of it; he thinks that it will suit him and may be had sufficiently cheap; and he will buy to-morrow” (377).

Edith is galled to accept Dombey’s loveless proposal, but because she is poor, she feels she must. Edith accuses her mother of teaching her from a child to try to ensnare men to her own advantage. Her mother feigns to be wounded by these accusations and says Edith is ungrateful. Edith takes some refuge in the fact that at least she didn’t try to lure Dombey on.

Susan and Florence return to the Dombey house to find the mansion undergoing extensive renovations. Florence has seen Carker a few more times and feels he is observing her. She thinks often of Walter, but her main hope is still to win her father’s love. Toots has been calling on the Skettles to see Florence, trying not to reveal that he is besotted. Florence is astounded to meet her father and addresses Edith as Mama. Edith promises she will love Florence and try to make her happy. Florence has a new hope that Edith will teach her how to win her father’s love.

Miss Tox is at her home, tending to her plants. She notices that the Major has returned and wonders how Mr. Dombey is doing. Mrs. Chick visits to tell Miss Tox that Mr. Dombey is making an effort to be true to the name and is taking a wife. Mrs. Chick notes, “Whether [Edith] will be fully sensible of the distinction conferred upon her […] is quite another question” (395). She emphasizes that Edith is beautiful and has family connections. Miss Tox swoons at this announcement. Mrs. Chick, guessing the reason Miss Tox is upset, is outraged that Miss Tox should ever have thought herself worthy of Dombey’s affections and should have entertained “designs upon him” (399). Mrs. Chick announces that their friendship is at an end. She goes out to her carriage and complains to Mr. Chick. Miss Tox weeps.

Edith visits to become acquainted with Florence, and the two get along well. Edith is not impressed by the expensive decorations to the house and has given very little input about them. She is proud to everyone but Florence, with whom she is soft and gentle.

Mrs. Skewton has borrowed a house in Brook Street that belongs to her nephew, Lord Feenix, and they decide that Florence will live there until the marriage. Mr. Dombey does not even notice that Florence has left his house. Edith makes few decisions about their marriage and lets her mother arrange things as she likes. Mr. Dombey admires that Edith is reserved; the narrator says, he has “good reason for sympathy with haughtiness and coldness, which is found in a fellow-feeling. It flattered him to think how these deferred to him, in Edith’s case, and seemed to have no will apart from his” (410).

The week before the wedding passes quickly. Mrs. Skewton thinks that Florence should stay with her, but Edith insists that Florence return to the Dombey house; she says, “I will have no guileless nature undermined, corrupted, and perverted” (414) by Mrs. Skewton’s influence. Edith thinks she would have been very different if her mother had simply let her be when she was young. Her mother mourns Edith’s ingratitude, but Edith says they will let it rest and not speak of it again. The night before her wedding, Edith goes into Florence’s room and falls asleep kneeling by Florence’s bed.