Encouraged by her father, Louisa Gradgrind reluctantly accepts Bounderby's marriage proposal. Enter Capt. James Harthouse, a glib Parliamentarian offering Louisa relief from her loveless household. Meanwhile, Bounderby unfairly fires the honest Stephen Blackpool, who resolves to build a new life elsewhere. Before Stephen leaves, Louisa pays him a visit, and her brother Tom throws him a lifeline.