Harthouse is attracted to Louisa. Unfortunately for him, she's married to Bounderby to help her brother Tom. Rachel saves Blackpool's wife. Meanwhile, Blackpool won't join the union and is outcast.
Bounderby confronts Gradgrind about his marriage. Blackpool incriminates Tom who escapes abroad but dies soon after. Bounderby also dies. Louisa is left a cold widow.
Blackpool refuses to incriminate his fellow workers and is sacked by Bounderby. The bank is robbed and Blackpool is under suspicion. Mr. Harthouse declares his love for Louisa.