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Steerforth and David spend about two weeks in Yarmouth.
They mostly stay together, but David hates sailing and Steerforth loves it. So, Steerforth frequently goes out at night with the fisherman while David stays over with Peggotty and Mr. Barkis.
David also goes on long walks by himself to see the old places of his childhood.
So, there are several days when David goes off and Steerforth entertains himself – but David doesn't know how.
The Rookery has totally changed: the old rooks' nests have been removed, and the house has been refitted for a mentally ill man and his caretakers.
Mr. Chillip has gotten married again and has a baby.
David's old neighbors the Graypers have moved to South America.
David feels fortunate to have such excellent friends as Steerforth, Peggotty, and his generous aunt.
One evening, David comes home later than usual and finds Steerforth sitting thoughtfully by the fire in Mr. Peggotty's house.
When David startles Steerforth when he puts his hand on Steerforth's shoulder.
Steerforth is angry that David frightened him.
He reproaches David for being late. He seems to be in a terrible mood.
Steerforth wishes that he had a better soul to guide his behavior.
David has no idea what Steerforth is talking about and is amazed at how unlike himself Steerforth seems.
Steerforth shakes off his bad mood pretty quickly, but he does say that it would have been good for him to have a steady father figure.
It's time for dinner, and neither David nor Steerforth knows where anybody is.
Just then, Mrs. Gummidge comes in from the market, and explains that Mr. Peggotty is coming in with the changing tide.
David and Steerforth walk off in the direction of Steerforth's hotel.
Steerforth seems quite cheered up, and wishes they didn't have to leave Yarmouth the next day – he likes this seafaring life.
David compliments Steerforth: Mr. Peggotty has told David that Steerforth is a wonderful sailor.
Steerforth replies that he is never contented, except that he still takes pleasure in David's fresh manners.
Steerforth tells David that he has bought a boat at Yarmouth.
David asks when Steerforth will ever have the chance to come back here.
Steerforth answers that he has taken a liking to the place.
David thinks that Steerforth has bought the boat to do Mr. Peggotty a kindness, because Mr. Peggotty can use it while Steerforth is away.
Steerforth blushes and says he doesn't want to talk about it.
He tells David that Littimer, his servant, has come down to Yarmouth and will arrange for the boat to be properly outfitted after Steerforth leaves.
Littimer has come down from London with a letter from Mrs. Steerforth.
Steerforth goes a little pale at the mention of his mother. David wonders if they have had a fight.
David's friend plans to call his new boat the "Little Em'ly."
Steerforth notices that Ham and Emily are walking towards them.
David looks at the couple and thinks how well-matched they are: yes, Ham looks a bit rough, but he has become a skilled workman and he looks rugged, honest, and so proud of Emily.
Emily looks timid and shy, and won't walk arm in arm with Ham once she has seen David and Steerforth.
Just then, a strange woman walks past David and Steerforth and follows Ham and Emily.
They have no clue who she could be, but this woman seems to unnerve Steerforth.
Littimer is there waiting and informs Steerforth that someone named Miss Mowcher is there.
Steerforth is amazed: what on earth is she doing there?
Apparently, Miss Mowcher is originally from Yarmouth.
She wants to see Steerforth after dinner.
Steerforth tells Littimer to invite her.
David is curious about who this woman could be.
About half an hour later, Miss Mowcher comes in. She is a little person of about 40 or 45 years old, very fat and with an extremely joking manner.
Miss Mowcher name-drops a couple of people she has seen lately, and implies that she has been doing makeup for someone named Lady Mithers.
David is truly impressed with Miss Mowcher's self-possession and cunning expression.
David finds himself staring at her even though he knows he shouldn't.
Miss Mowcher starts pulling out a bunch of makeup things – brushes, combs, sponges, bottles – out of her bag before she notices David.
Steerforth introduces him, and Miss Mowcher pinches David's cheek.
Miss Mowcher laughs at the formalities they are going through.
She pulls out some scraps that – she claims – are the fingernails of a Russian prince, to whom she gives manicures and pedicures every week. She also dyes his hair black; it's red by nature.
Miss Mowcher uses this example as proof that we are all humbugs: the whole social system is just a matter of appearances, and she's the one who helps people maintain them.
Miss Mowcher gets up on the table near Steerforth, and starts examining his hair.
She tells him he'd be bald in a year if it weren't for her potions.
Miss Mowcher starts rubbing something into Steerforth's scalp.
While Miss Mowcher is doing this, she starts telling Steerforth about Charley Pyegrave, a duke's son, who uses dye on his mustache. She also talks about the makeup she supplies to women to prove that appearances are all false.
Steerforth addresses David, saying that they could show Miss Mowcher the real thing – a genuinely beautiful woman. He's talking about Emily.
David says sternly that Emily is engaged to a worthy man, and that he admires her good sense.
Steerforth (somewhat oddly) goes into great detail with Miss Mowcher about where Emily is apprenticed and who, exactly, she is marrying.
Miss Mowcher listens attentively and then goes back to cutting Steerforth's hair.
The woman then offers to cut David's hair, but he refuses. She even offers to outfit David with a fake mustache, but he says he's fine.
Miss Mowcher bustles out after Steerforth pays her.
Steerforth laughs hysterically once she's out of the room, and David joins him, though he's not sure if he really finds Miss Mowcher funny.
David heads back to the Barkis home, where he is surprised to find Ham Peggotty outside.
Little Emily is inside, and Ham is waiting for her.
Apparently, Emily is talking to a woman who she "doen't ought to know no more" (22.173) – in other words, a woman who Emily isn't supposed to talk to.
The woman is Martha Endell, who used to work at Mr. Omer's shop with Emily.
She is also the shadowy woman who came up behind Ham and Emily as they were walking home.
She's committed an unspecified crime – but probably along the lines of sex before marriage.
Ham tells David that Martha followed them that evening to plead with Emily for help.
Emily knew that Mr. Peggotty wouldn't approve of Emily speaking with Martha, so Emily told Martha to meet her at Mr. Barkis's home.
Even though Ham doesn't approve of Emily acknowledging Martha either, he loves her, and accompanies her to this meeting.
David shakes Ham's hand and they walk around outside waiting for the conversation to end.
Finally, Peggotty beckons Ham and David to come inside.
They find Martha sitting by the fire looking despairing; all three of the women seem to have been weeping.
Emily tells Ham that Martha wants to go to London.
Martha cannot bear to be in Yarmouth any more, where everybody knows what she has done and she is surrounded by people who have known her since she was a child.
Ham gives Emily some money to pass to Martha, and Emily starts weeping again because she is moved by his loyalty to her.
Martha kisses Emily's hand, thanks her, and then leaves.
Emily begins to sob, and Ham tries to comfort her.
The pretty girl exclaims that she is not so good as she should be, and she should be more grateful.
Ham assures her that he loves her, that he is happy at the sight of her, and just thinking of Emily makes him joyful.
Emily begs Ham, Peggotty, and even David to help her, because she wants to be a better girl than she is.
Peggotty hushes Emily and holds her as though she were a child.
Emily slowly calms down and straightens her appearance so that Mr. Peggotty won't know she's been crying.
As they walk out, David sees Emily kiss Ham on the cheek and lean against him as she has never done before.