Georgiana Longestaffe, snobbish but desperate to find a husband, arrives in London as a reluctant guest of the Melmottes.
Melmotte announces that Marie is to marry another of her suitors, Lord Nidderdale. Marie tells Felix that she has her own money and makes it clear that she will defy her father. Aided by her maid Didon, she begins to plot her elopement with Felix. Paul is concerned that Melmotte refuses to discuss the practicalities of building the railway, and decides to go to Mexico under his own steam to check that the project is under way. Paul uses his imminent departure as an excuse to visit Hetta. He is interrupted by Roger and her mother before he can say all that he wants to, but leaves Hetta in no doubt as to his feelings. As Felix and Ruby continue their affair, Marie forces him into agreeing to their elopement. Paul is coerced into taking Mrs. Hurtle to the coast for the weekend where, disastrously, they bump into Roger.
Before Paul leaves for Mexico, Mrs. Hurtle promises that she will release him from their engagement if he returns home with his heart still set on Hetta. Marie arrives in Liverpool for her passage to the United States only to be arrested. Meanwhile, back in London, Felix has drunk himself into a stupor and lost his money for the trip at cards. He accuses a colleague of cheating and is thrown out of the club. Marie is returned home in disgrace and Melmotte threatens to sue Felix. Lady Carbury’s suitor, the newspaper editor Mr. Broune, steps in and averts disaster. Meanwhile for the first time, Melmotte is laying down roots. He has bought a property in the country although the Longestaffe family that sold him the house, have yet to see a penny. Melmotte throws a lavish banquet for the state visit of the Chinese Emperor and any doubts about his financial standing are quieted. Georgiana is courted by Melmotte’s dignified and kindly banker, Mr. Brehgert. Felix is stopped from seeing Ruby by Mrs. Pipkin and Mrs. Hurtle, who refuse to allow the ‘courtship’ to continue until he makes his intentions clear. Marie has not heard from Felix since the elopement and persuades Hetta to investigate on her behalf. Felix makes it clear however that he only ever cared for Marie’s money.