William Dorrit, the Father of the Marshalsea, is a prisoner but acts as courtly and condescending as a king. His brother Frederick, who is a free man, is more humble and beaten.
They are walking in the yard. William notices that Frederick is rather under the weather. His brother claims he is merely tired. William reproaches him for not taking care of himself. He believes in a strict schedule and exercise, values he has ingrained into his daughter Amy.
William is impatient with weeping family members of new prisoners, even though both he and his wife had wept when they first came to the Marshalsea.
Frederick leaves. William believes he would be better off at the Marshalsea, where he would be taken care of.
William goes up to his room. He tells Amy that Mr. Chivery is not as attentive tonight. He fears he will lose the support of the officers, which would decrease his status. Unable to endure the subject, Amy puts her hands on his lips.
He finally tells her that he wishes he had a younger picture of himself. He had been good-looking and accomplished. People had envied him. His children will never see the man he had been and be able to be proud of him. Yet, he maintains some respect at the Marshalsea.
Amy comforts him. He never considers the needs of his daughter. She is afraid to leave him alone. Later he tells her that what little he could do for her, he has done. She assures him she realizes this. She stays with him until morning, watching him.