Nell Trent lives with her grandfather, the proprietor of the Old Curiosity Shop. Grandfather has a disquieting secret-a gambling addiction fed by high-interest loans from the bully Daniel Quilp. The villainous Quilp wants to get possession of the shop-and Nell. In league with his lawyer Samson Brass and Samson's sister Sally, Quilp seizes Grandfather's assets. But Nell organizes an escape from the shop in the dead of night, and she and Grandfather begin a harrowing odyssey through the English countryside with their nemesis in hot pursuit. Convinced that there is a family fortune to be gained, Nell's brother Fred and his friend Dick Swiveller join in the chase. Meanwhile Nell and Grandfather encounter a slew of eccentric characters, including Mrs. Jarley, who runs a lurid traveling waxworks where Nell and Grandfather earn a meager wage for a brief time. Nell and her grandfather are eventually forced to beg for survival. Will Nell's young friend Kit Nubbles and a mysterious stranger arrive in time to rescue the despairing duo?