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.