Miss Tox has had a long friendship with Major Joe Bagstock, who lives near her, but as she spends more time at the Dombey house she becomes cold to him. It becomes clear that she is hoping to win the heart of Mr. Dombey and become his second wife.
Paul grows up under the care of a new nurse, Mrs. Wickam, with Miss Tox and Mrs. Chick hovering over him at all times. Nonetheless, he is delicate and sickly, and has a dreamy, melancholy disposition. When Mr. Dombey expresses concerns about his son to Mrs. Chick and Miss Tox, they suggest he would benefit from spending time at the seashore at Brighton and recommend Mrs. Pipchin, who has a residence for ailing children there. Mrs. Wickam accompanies him, and Florence is sent there as well, since Paul is very attached to her. Mrs. Pipchin is a cold and unkind woman, and Florence and Paul lead a lonely life there. Paul continues to be withdrawn and contemplative, often making Mrs. Pipchin and her niece/assistant Barry uncomfortable.
Walter often thinks of the day that he met Florence, and has romantic fantasies of a future with her. Solomon is worried that business at the shop is not going well; one day, the broker Mr. Brogley comes to report that a sizable debt is owed. Walter hurries to Captain Cuttle’s home and explains what has happened. Captain Cuttle immediately offers to contribute his savings and few valuable possessions, but these are not nearly enough to pay off the debt. Sol thinks he should sell his stock and close the shop, but Captain Cuttle suggests that Walter ask his employer, Mr. Dombey, for a loan instead. Since Mr. Dombey is currently at Brighton visiting his son, Walter and Captain Cuttle decide to travel there to speak to him.
Major Bagstock has decided to try to make the acquaintance of Mr. Dombey, since he wants to know more about the man Miss Tox has rejected him in favor of. Miss Tox rejects his efforts at an introduction, so Major Bagstock travels to Brighton on the pretext of visiting his friend Bitherstone’s son. He arranges to run into Florence, Paul, and Mr. Dombey. Bagstock flatters Dombey’s vanity, and the two strike up a friendship. Bagstock plans to use this position to put a stop to Miss Tox’s hopes of marrying Dombey. Meanwhile, Walter and Captain Cuttle arrive in Brighton and Walter asks Mr. Dombey to consider loaning money to his uncle, promising to work very hard to pay it back. Mr. Dombey consults with Paul, who urges his father to lend the money. Mr. Dombey makes arrangements to transfer the money and Walter and Captain Cuttle return to London. They are relieved and grateful, although Walter feels that he has been humiliated by Mr. Dombey’s highlighting Walter’s lack of income.
Mr. Dombey visits Mrs. Pipchin to tell her that, now that Paul is 6, it is time he began to attend school, and that he plans to send him to Doctor Blimber’s school in Brighton. Paul is distressed to be parted from Florence, which makes Mr. Dombey hurt and jealous.
Paul is uneasy at the school, which is very strict and rigorous, but exhausts students rather than helping them to become better scholars. A boy at the school named Toots shows some kindness to Paul, and Paul also looks forward to his weekly visits with Florence. Florence is still living at Mrs. Pipchin’s, but now with Nipper instead of Mrs. Wickam. She follows along with the lessons Paul is being taught in order to be able to help him.
This section of the novel explores the complex and often ambivalent feelings that those around Dombey have for him. While Dombey is often an unsympathetic character, readers may be struck by the fact that he has relatively few people in his life whom he can trust, and who sincerely respect him. While Dombey responds well to Bagstock's flattery, he is innocently unaware that Bagstock set out with ulterior motives. Dombey's inability to distinguish sincere affection, such as that shown by Florence or Miss Tox, from the flattery and manipulation of characters like Mrs. Chick and Bagstock, will prove to be part of his downfall. At the same time, however, this section also reveals Dombey as a greedy and calculating man, and someone whose consciousness of rank and social position blinds him to the true value of individuals. He should be deeply grateful to Walter for having protected his daughter, and yet he sees in him instead an uncomfortable reminder of a world he did not want his children to encounter. As a result, and also in an ill-advised attempt to shape Paul's character, Dombey insists on humiliating Walter by making him painfully aware of the divide between himself and the Dombey family.
Dombey makes a number of attempts to pass values along to his son in this section. In addition to trying to evoke the vast importance of money to him by explaining that money can do anything, he also puts the decision about whether to lend money to Walter in Paul's hands. In both cases, Paul, who represents a somewhat idealized child character in his precocious wisdom and innate goodness, shows greater understanding and compassion than his adult father does. The novel repeatedly suggests that characters who are either young, or somewhat simplistic and innocence in their views of the world, such as Toots and Cuttle, have the ability to show genuine goodness, while more crafty characters such as Bagstock and Carker end up using their intelligence to self-serving ends.
As an extension of the contrast between the perspectives of children and adults, this section shows a number of institutions, such as Mrs. Pipchin's home and the Blimber school that claim to support the welfare of children, but fail at actually doing so. Dickens had several traumatic experiences with educational institutions in his youth and is often bitingly critical of Victorian systems of education and training. While in contrast to the Pipchin boarding house, the Blimber School does foster a sense of community and is ultimately animated by good intentions, it does not promote any active critical or intellectual engagement. Nor, in a rapidly changing world, does there seem to be much concern with giving the boys useful skills and knowledge; rather, just as the focus is on "dead languages," the curriculum is outdated and therefore even less meaningful to the pupils.