Nell looks around the inside of the caravan in curiosity. It contains sleeping quarters and a kitchen. At first, the lady and her two passengers don’t speak much. As they get more accustomed to each other, they discuss the scenery and other idle topics. After the grandfather falls asleep, the lady invites Nell to sit by her.
The lady asks Nell what she thinks of this way of traveling. Nell says it is very pleasant. The lady admits she has a problem keeping her spirits up. She needs a constant stimulant—which seems to come from a mysterious bottle that she never shares. She comments that it is easy for people like Nell to be happy because she is young and has her appetite. Nell thinks she could do without her appetite, and doesn’t think the lady seems to be lacking hers—but she agrees out of politeness.
The lady looks at Nell for a while, then rolls out a canvas. She asks Nell to read it. The canvas says, “Mrs. Jarley’s waxworks.” Nell also reads other advertisements of the exhibit—announcing exhibit locations, the famous people who patronize it, etc. The lady says that she is Mrs. Jarley. She tells Nell she must never associate with people like Short and Codlin after this.
Nell asks if waxworks are funnier than puppets, for she has never seen one. Mrs. Jarley, a little miffed, says they are not funny at all. Nell apologizes. Mrs. Jarley explains that waxworks are representations of life in all its coldness and gentility. Nell is curious and asks where they are. Mrs. Jarley says they have been sent ahead in other vans. They’ll be on exhibit in two days where Nell can see them.
Nell says she won’t be in the town. Mrs. Jarley asks where she’ll be. Nell falters and says she doesn’t know. Mrs. Jarley comments that Nell looked out of her element at the races. She asks why they travel around with no destination in mind. Nell admits they are beggars wandering about. She wishes they had employment. She is afraid that the lady will be disgusted.
Mrs. Jarley comments on Nell’s ability to read and write. She admits that she herself cannot. She then lapses into a meditative silence, which she finally breaks to have a low conversation with her driver. When she is done speaking to him, she summons Nell and her grandfather. She says she has a situation for Nell. The grandfather replies that they cannot be separated. Mrs. Jarley says sharply he should be able to take care of himself, but Nell whispers to her that he can’t. She then thanks Mrs. Jarley for the offer, but says it is impossible for them to be separated.
Mrs. Jarley holds another private conversation with her driver, where they don’t seem to be in agreement. Mrs. Jarley finally agrees to hire them both. The grandfather will clean the waxworks and take the checks. Nell will point out the figures to the audiences. Mrs. Jarley tells them this is a unique opportunity. They will be in better places among better people. They will have to maintain a respectable reputation. She offers room and board. Their salary will depend on how efficient they are. Nell and the grandfather discuss the matter and accept the offer. Mrs. Jarley says they will not be sorry and orders supper.
The caravan comes to the town late at night. It pulls up to another van that is owned by Mrs. Jarley, which deposited the waxworks to the exhibit earlier. The grandfather is assigned his quarters in this van. Nell tries to make him comfortable. She will sleep with Mrs. Jarley.
After tucking in her grandfather, she goes for a walk. She is startled by the sight of Quilp. She hides. He passes by her and motions—and she thinks he is gesturing at her. However, he is directing it at a boy carrying his trunk. He is yelling at the boy to move faster, and the boy says he is moving as fast as he can with the heavy trunk. As soon as they are out of sight, Nell runs back to the vans.
She will not mention this to the grandfather. Quilp is returning to London, so she does not believe they are in any danger…though she continues to be apprehensive. She feels secure with the sound of Mrs. Jarley’s snores and comforted by the driver outside. Still, she has nightmares of Quilp.