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Financial wizard Augustus Melmotte arrives in London, inciting universal avarice and hopes of marriage among young men with an eye on his daughter, Marie. Profligate Sir Felix Carbury decides he'll have a try in this nuptial sweepstakes. Meanwhile, Felix's mother, Lady Carbury, hopes to restore the family fortune by marrying her daughter, Hetta, to her country-squire cousin, Roger.
Georgiana Longestaffe, snobbish but desperate to marry, arrives in London as a reluctant guest of the Melmottes. Melmotte has bought her family's country house as a dowry for Marie, who is to marry the aristocratic nonentity Lord Nidderdale, not Felix, whom Melmotte considers worthless. But Marie has money of her own and conspires with Felix to elope to America. Meanwhile, Paul is headed for Mexico to inspect progress on the railroad. Before leaving, he visits Hetta to declare his love.
In Mexico, Paul learns from Fisker that the railroad is at a standstill, since Melmotte is siphoning off the capital for other purposes. Paul returns to London determined to expose Melmotte, who is in the midst of a campaign for Parliament, paid for out of railway funds. Facing ruin, Paul nonetheless proposes to Hetta, who accepts. But when she learns about Winifred from Felix, she breaks the engagement.
With Brehgert asking for security against the declining railway shares, Melmotte tries to get Marie's money, which was put in her name as protection from creditors of an earlier swindle. Marie refuses, and Melmotte contemplates another way out.The trials and tribulations of young love, honorable men, the antics of the upper class and the greed that lies just beneath …