David determines not to tell Steerforth about Little Em’ly’s outburst the night before because he loves Little Em’ly and believes that she did not mean to reveal to him so much about herself. David also tells Steerforth, as they are on their way home by coach, about a letter he has received from Miss Betsey suggesting that he become a proctor (a kind of attorney). Steerforth thinks that the profession of proctor would suit David well, and David agrees.

When David arrives in London, he meets up with Miss Betsey, who has traveled to London to see him. She is very concerned that Mr. Dick, whom she has left behind at home, will not be able to keep the donkeys off her yard. Miss Betsey and David eventually resolve that David will become a proctor, despite his protestations that it is expensive to do so. On their way to establish David at the Doctors’ Commons (the place where the proctors hold court and offices), a man who looks like a beggar approaches them, and Miss Betsey jumps into a cab with him. When she returns, David notices that she has given the man most of her money. David is very disturbed, but Miss Betsey makes him swear never to mention the event again. They go to the offices of Spenlow and Jorkins, where Mr. Spenlow agrees to engage David as a clerk. Afterward, they find lodgings for David with Mrs. Crupp, an old landlady who promises to take care of David as though he were her own son.

Although David is thrilled with his new accommodations, he gets lonely at night, and Steerforth is away at Oxford with his friends. David goes to Steerforth’s home and visits Mrs. Steerforth and Miss Dartle, who talk glowingly about Steerforth all day. Finally, Steerforth returns. He and David plan to have a dinner party in David’s rooms with two of Steerforth’s friends. David goes overboard in preparing for the party and then drinks himself into illness. While very drunk, he goes with Steerforth and company to the theater, where he runs into Agnes, who makes him go home. The next day he is hungover and humiliated.

Agnes sends for David, and he goes to visit her where she is staying in London. She warns him that Steerforth is his “bad Angel,” that he should avoid Steerforth and be cautious of Steerforth’s influence. David disagrees, but the idea rankles him and disturbs his image of Steerforth. Agnes also delivers the bad news that Uriah Heep has insinuated himself into a partnership with her father, Mr. Wickfield. Both she and David are very distressed over this occurrence.

At a dinner party at the home where Agnes is staying, David runs into Tommy Traddles, his friend from Salem House, and Uriah Heep. Uriah attaches himself to David and accompanies him home. In an unpleasant conversation, Uriah reveals to David his intention to marry Agnes. Uriah insists on sleeping the night on the floor in front of David’s fire. David gets no sleep with Uriah’s evil presence in his apartment.

Mr. Spenlow, David’s supervisor at the Doctors’ Commons, invites David to his home for the weekend. There, David meets Dora, Mr. Spenlow’s daughter, and falls in love with her. David also runs into Miss Murdstone, whom Mr. Spenlow has retained as a companion for his daughter ever since her mother died. Miss Murdstone pulls David aside and suggests they forget their difficult past relationship with each other. David agrees. One morning, he meets Dora out in the garden, where she is walking with her little dog. They have a conversation that cements David’s romantic obsession with her. When David returns home, Mrs. Crupp immediately suspects that he has fallen in love. She tells him to cheer up and go out and think of other things.

Of all the characters in the novel, Agnes and Steerforth have the greatest influence over David, but their influences pull in opposite directions. While Agnes represents David’s “good Angel,” his conscience and his dependability, Steerforth urges David to take risks, drink too much, and be critical of the people around him. Agnes represents calm, considered reflection. Her energy is always directed, peaceful, and quiet. Steerforth, by contrast, is noisy, brash, and idle. While Agnes stays at home because her father needs her assistance, Steerforth gallivants all over the countryside pleasing himself. Whereas Agnes encourages David to take the correct path for the sake of morality, Steerforth insists on spending money and commanding servants around at his will. In this manner, Agnes and Steerforth pull David in different directions throughout the novel, forcing him to choose between good and bad.

David experiences his first moral dilemma when Agnes’s influence comes into direct conflict with Steerforth’s. After seeing David drunk at the theater, Agnes suggests that he should shun Steerforth’s company because it makes him do foolish things. This suggestion throws David into a conundrum about which person he should trust. He is not yet mature enough to reject Steerforth’s seductive charisma in favor of Agnes’s quiet, contemplative love. Although Agnes wins his heart in the end, it takes her a long time, and it is difficult for David to free himself from Steerforth’s hold. Only when David gains control of his own emotions does he fully appreciate Agnes and choose her over Steerforth. As we see, Agnes and Steerforth not only exert opposite effects on David but also require him to assert his identity by choosing between them.

Although David has grown since the start of the novel, he continues to be immature, naïve, and unable to control his emotions as he takes his first steps into the adult world. David’s tendency to become obsessed with young women, along with his drunkenness at Steerforth’s dinner party, demonstrate that he does not yet have power over his emotional side. Perhaps the most telling mark of David’s fickle nature is his love affair with Dora, which starts the moment he sees her, quickly develops into an obsession, and remains with him, even though he knows that she is too foolish and frivolous ever to make an appropriate wife. The love affair has many moments of tension, for every time David tries to persuade Dora to be reasonable, she accuses him of being cruel or naughty and makes him leave her alone. Despite these barriers and warning signs, David loves Dora desperately. His willingness to throw himself into such an unrealistic love affair reveals that his emotions are still naïve.