Nell Trent lives with her doting grandfather in his London shop. It is a magical place, filled from wall to wall with treasures. Grandfather keeps his nocturnal gambling activities a secret from Nell. He borrows heavily from the evil, profiteering loan shark Daniel Quilp. When Grandfather gambles away what little money they possess, Quilp seizes the opportunity to take possession of their beloved shop. It seems Nell and Grandfather are left only with the option to escape. They fall in with a number of colourful characters, some villainous and some affectionate. They are on the run from Quilp and his band of misguided money seekers, including Nell's own brother Freddie and his gullible friend Dick Swiveller.

Based on the novel by Charles Dickens.