Ham is heartbroken when he learns that Emily has run off with Steerforth. Daniel and David are angry to hear that Steerforth's involvement and David blames himself. Steerforth's mother offers little hope that her son will make a lady of her given their difference in class. David begins to spend time with Dora Spenlow; he tells her he loves her and they are soon engaged. However, she feels that they cannot marry until he advances in his career.