As the Squeers eat a delicious dinner, Nicholas comments how badly he feels eating a meal that so many, including the boys at Dotheboys, go without. Squeers tries to reason that they prepare the boys for a life in the real world. Smike returns with a cask of ale and is beaten by Mrs Squeers until he is left in a heap on the floor. Nicholas has a hard time watching this. After finishing dinner, the Squeers family retires for the night and tells Nicholas to sleep in their living room until more permanent arrangements can be made. Once they are upstairs, Nicholas hears Smike huddled at the bottom of the stairs reflecting on his situation. Nicholas approaches the boy and tries to talk with him. While talking with Nicholas, Smike speaks of the boy who died not that long ago at the school. Smike was with him at his death and remembered how the boy saw faces from home floating all around him. What troubles Smike most is that there will be no faces to smile on him when he dies. Nicholas tries to calm the troubled youth by telling him that there always is hope. ACT 2 The next day, the boys (including Smike) rise and prepare for school. Suddenly a voice is heard asking, "What's all this noise going on here?" and the boys scatter, terrified that it is Squeers. Instead, it is Bolder (one of the boys) who enters mimicking Squeers. Once the boys see this, they join in laughter as he continues to poke fun at Squeers. Once again, a voice calls out; however, this time it really is Squeers. One of the boys, Graymarsh, still thinking it is another boy mimicking Squeers yells out "Oh shut up!" Hearing this Squeers approaches Graymarsh and slaps him across the face. The terrified boys then slowly fall into lines. Mrs. Squeers and Fanny now triumphantly enter with a bottle of Brimstone and molasses, which they prepare to spoon to the boys to help purify their blood. In addition, Mrs. Squeers confesses that the brimstone helps spoil the boys appetites, making it cheaper to feed them. She spoons the boys this wretched syrup with much bravura. Squeers then addresses the boys, reporting that he has indeed seen some of their parents in London. Bolder's parents were short with their pay so Squeers gives the boy a thrashing. He also reports on family deaths without a bit of sympathy. While he beats another boy, Squeers tells Nicholas to take the boys outside and break the ice in the well, so they can all wash down before classes. Nicholas does as he is told. Mrs. Squeers tells her husband just how much she hates Nicholas because she finds him to be proud and haughty. Squeers tries to calm his wife by telling her to leave Nicholas alone. He comes cheaply and they are in need of an assistant. Nevertheless, she despises him, mostly because she hates the fact that they don't know who he really is or where he comes from. In a fantasy section, Nicholas enters and Mrs. Squeers moves towards him and leads him to a couch. Her voice takes a less coarse and more seductive air as she asks him to sit down and have his fortune told. Sitting with Nicholas, Mrs. Squeers tells him his future with cards. The Queen of Hearts comes up revealing that there is a woman soon to be in his life. As she talks to him some more, Mrs. Squeers becomes that woman. After the fantasy sequence finishes Mrs. Squeers returns to her same position proclaiming just how much she hates Nicholas. The washed boys come for their lessons and sit at their desks. It shocks Nicholas to find that rather than spending their time learning, Squeers has most of the boys attending to the household chores. He leaves to go and get a drink while Nicholas tries to teach the boys some Latin. Fanny and her friend, Tilda, enter and watch Nicholas as he teaches. Fanny proclaims that she is in love with Nicholas and that he will marry her. She adds that he, in fact, made his intentions very clear at dinner. Tilda finds this rather unbelievable, but Fanny continues to create her own fantasy world. Fanny enters the classroom and goes to talk with Nicholas, but is only able to ask him for a pen. As she stands there watching him teach his class, Tilda embarrasses her in front of Nicholas and the students. This results in Fanny throwing papers and shredding books in a jealous rage. Nicholas tells the boys to go for a short break. Fanny stands there amidst piles of books, rulers, etc. and calls for Smike to help her clean up, which he does. Squeers enters and sees the mess and assumes that Smike is responsible for it. With that, he calls Nicholas and the boys back so they can see him beat the boy. Nicholas stops this and forces Squeers to release Smike.
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