Two mornings after the dinner party, just as David is about to leave his room, a messenger arrives with a letter from Agnes, asking him to meet her at the home of Mr. Waterbrook, her father's London agent. When David meets Agnes, he reproaches himself for his conduct at the theatre. Agnes is forgiving, and David calls her his "good Angel." She warns David against Steerforth, his "bad Angel," but David insists that Steerforth is a good and loyal friend.

Agnes then relates her growing fears about Uriah Heep, who seems to be gaining more and more power over her father. In fact, Agnes believes that Uriah is going to enter the firm as a partner. David is indignant about this and tells Agnes that she must prevent it. Agnes, however, asks David to be congenial to Uriah for her father's sake.