While Paul Montague throws himself into the booming railway business with Melmotte, the presence of his mysterious American friend in London threatens to jeopardize his chances with Hetta. Felix is forced to desperate measures to secure his future with Marie when he learns that her father is planning her marriage to a rival suitor.

Paul visits Mexico to have his worst fears about the railway construction confirmed. Returning to London he decides to confront Melmotte and resolve his romantic situation. Melmotte involves himself in increasingly ambitious business schemes while Felix gets himself into further trouble and Hetta recieves some devastating news.

Melmotte reaches the highest echelons of London society but the wolves are beginning to gather at his door. Paul takes his chance to act and Felix comes face to face with some tough opposition, while Hetta contemplates settling for second best. Climaxing in love lost, love gained, a death and some just desserts.