David decides to visit Tommy Traddles, who, he discovers when he arrives, lives in the same building as the Micawbers. Traddles is studying for the bar. His apartment and furniture are extremely shabby, and he is struggling to earn enough money to marry his true love, who has sworn to wait for him to save the money. In the meantime, Traddles has collected two pieces of furniture, a flowerpot, and a small table.

Mr. Micawber, meanwhile, is in dire financial trouble again, although he still hopes to find work soon. Mrs. Micawber is pregnant again.

Mr. and Mrs. Micawber and Traddles come to dinner at David’s apartment. Mrs. Crupp agrees, after a good deal of argument, to cook dinner for them. The dinner is terribly undercooked, but Mrs. Micawber directs them all in re-cooking the meat. They enjoy themselves as they cook and eat.

Steerforth’s servant, Littimer, arrives and asks David whether he has seen Steerforth. David replies that he has not. Littimer will not tell David why he thought Steerforth might be at his house, nor will he tell him where Steerforth has been. However, Littimer insists on serving the remainder of the meal, which makes everyone uncomfortable. After Littimer leaves, the guests continue to have a merry time. They discuss Mr. Micawber’s prospects in the brewing business and conclude that they are very good.

As his friends leave, David suggests to Traddles that he neither lend anything to Mr. Micawber nor allow Micawber to use Traddles’s name to take out more credit. Traddles says he has already lent Mr. Micawber his name and adds that Mr. Micawber says that the bill is taken care of. Skeptical, David reflects that he is very glad Mr. Micawber never asked him for any money.

Steerforth appears in David’s apartment immediately after the others leave, and David tells him Traddles has just left. Steerforth does not speak highly of Traddles, and David is slightly offended. Steerforth reveals that he has been seafaring at Yarmouth. David tells him that Littimer has just been at the apartment looking for him. Steerforth says that Mr. Barkis is quite ill and delivers a letter from Peggotty to David. Steerforth remarks that it is too bad that Mr. Barkis is dying, but says that above all, a man must “[r]ide over all obstacles, and win the race!”

David resolves to go visit Peggotty, but Steerforth persuades David to accompany him to his mother’s house before going to Yarmouth. As David undresses, he discovers a letter Mr. Micawber gave him as he left. It says that Mr. Micawber has not taken care of the debt he secured in Traddles’s name.

At Steerforth’s home, David spends the day with Miss Dartle and Mrs. Steerforth. Miss Dartle asks David why he has been keeping Steerforth away from his mother. David assures her that he has not been with Steerforth in the past several weeks. Miss Dartle seems very disturbed at this news. At dinner, Miss Dartle says that if Steerforth and his mother were ever to quarrel, their fight would be especially bitter because neither of them would want to give in to the other. However, Mrs. Steerforth assures Miss Dartle that she and her son are too conscious of their duty to each other ever to quarrel.

At the end of the day, Steerforth begs David to promise that if anything ever separates them, David will remember him at his best. David promises. As he leaves, he looks in on the sleeping Steerforth. In retrospect, the adult David muses that he wishes he could have kept Steerforth just as he was at that moment, so that none of what was to come ever would have happened.

When David arrives at Yarmouth, he visits Mr. Omer, who tells him that Little Em’ly has not seemed herself recently. Mr. Omer also says that Martha, a friend of Little Em’ly’s, has been missing since David was last in Yarmouth.

David goes to Peggotty’s house, where Mr. Peggotty and Little Em’ly are sitting in the kitchen, helping Peggotty. David learns that Mr. Barkis is unconscious and expected to die very soon. Mr. Peggotty says that Mr. Barkis will die with the receding tide. Little Em’ly seems unusually upset and hardly raises her eyes to say hello to David. Mr. Barkis dies as the tide recedes.

In this section, Dickens builds suspense about Steerforth’s future by conveying secondary characters’ speculations about Steerforth’s mysterious absence and by using David’s narrative voice to imply that their friendship will soon reach a crucial point. The suspense is heightened by the fact that we take note of Steerforth’s conspicuous absence far more than David, who is too busy with his new life in London and his love for Dora to notice that Steerforth has been gone. Littimer’s appearance at the dinner party highlights Steerforth’s absence and raises questions about him. Moreover, Steerforth himself behaves secretively and does not indicate why he is agitated. Finally, the adult David’s reflection on his last moments with Steerforth is particularly effective in creating suspense because the adult David has full knowledge of what has happened between himself and Steerforth but deliberately chooses not to reveal this information to us. The suspenseful mood of these chapters contrasts with the young David’s ignorance of coming events and with his jovial comportment with his friends.

Dickens uses sea imagery in connection with Mr. Peggotty to imply that Mr. Peggotty has mystical, unknown powers. In addition to spending much of his time fishing at sea, Mr. Peggotty lives in a boat near the water with Little Em’ly and Ham, two children whose parents lost their lives to the sea. For Mr. Peggotty, the sea both provides sustenance for life and represents a force that can take life away. His correct prediction that Mr. Barkis will die with the outgoing tide suggests that Mr. Peggotty gleans information from the sea that other characters cannot access. In this section of the novel, it seems that the sea allows Mr. Peggotty to understand and deal with death, unlike less mystical characters such as David, who feel confused and upset upon the death of Mr. Barkis.

The contrast between Traddles and Steerforth in this section underscores Steerforth’s fickle nature. The two young men are physical and emotional opposites: Traddles is the fat and wimpy boy at school while Steerforth is beautiful and heroic. Yet the true nature of these characters lies beneath the contrasting exteriors. Traddles, despite his shabby appearance, is generous and loyal, both at Salem House and here, when he encounters David in London. In contrast, Steerforth, though handsome, is self-centered and disloyal. Although earlier Steerforth supports Traddles and David equally at Salem House, his derision of Traddles now raises questions about the sincerity of his friendship with David. Dickens draws out the contrast between Traddles and Steerforth in subsequent chapters, always to Traddles’s advantage. By doing so, he forces us to question Steerforth’s character and David’s relationship with him.

David’s defense of Traddles in the face of Steerforth’s insults represents a major step in David’s coming of age. David has long seen Steerforth as a hero and has esteemed Steerforth’s every word and action while blinding himself to Steerforth’s faults. Now, however, David’s willingness to defend Traddles against Steerforth indicates that he is beginning to form opinions independently of Steerforth. David has also begun to see the good in the poverty-stricken and somewhat ridiculous Traddles. This new independence of thought and this ability to see beyond class and convention to the real good in people are crucial elements of David’s maturation. Though it eventually takes a traumatic event to make David see the bad in Steerforth, his ability to see the good in Traddles is an important first step.