David’s happy childhood days in the village of Blunderstone with his mother, Clara (Emilia Fox), and at Great Yarmouth with their servant, Peggotty (Pauline Quirke) and her family, are brought to an end by the marriage of Clara to high-minded but brutal Edward Murdstone (Trevor Eve). He and his sister, Jane (Zoë Wanamaker), move into the peaceful little house and begin a repressive regime. Peggotty is powerless to protect David and finds herself sidelined. Murdstone’s loathing of the boy brings them to a confrontation that leads to David being sent away to school, where Mr Creakle (Ian McKellen) beats him as a matter of course but where he meets James Steerforth (Harry Lloyd), who becomes his friend and protector.

Romance is in the air as David secretly gets engaged to his employer’s daughter, the beautiful but dizzy DoraSpenlow (Joanna Page) - despite Mr Spenlow’s (James Grout) outrage. Spenlow’s death soon after, however, gives David a chance to marry Dora, and he starts to write his stories and columns for newspapers. But what of thebeautiful Agnes Wickfield (Amanda Ryan), his one constant friend?

David is now working in London as a clerk at Spenlow’s and living at Mrs Crupp’s (Dawn French) house. However,her fondness for "peppermint cordial" renders her incapable of fulfilling her promise to Aunt Betsey (Maggie Smith)to treat David as if he were her own son.

A chance meeting with his old schoolfriend, James Steerforth (Oliver Milburn), leads to David being invited todinner with Steerforth’s mother (Cherie Lunghi). David also discovers from Agnes that her father’s clerk, thelurking and evil Uriah Heep (Nicholas Lyndhurst), is to become a partner in her father’s business - and the stage isset for a bitter battle.

David's happy childhood days in the village of Blunderstone with his mother, Clara, and at Great Yarmouth with their servant, Peggotty and her family, are brought to an end by the marriage of Clara to high-minded but brutal Edward Murdstone.

While working in London as a clerk at Spenlow's, David learns from Agnes that her father's clerk, the evil Uriah Heep, is to become a partner in her father's business. David's trip to Yarmouth to visit Peggotty causes trouble for Emily.