When David wakes up the next day, he meets a servant named Littimer, who is laying out David’s clothes for him. Littimer has an aura of extreme respectability, which unnerves David: he suspects Littimer considers him young and naive. Littimer, however, speaks respectfully to David, telling him the time, informing him when breakfast will be, and asking whether he can do anything else for David. This same exchange repeats itself every morning that David spends at the Steerforths'. Littimer is also on hand throughout the day to fetch things for David and Steerforth—horses for riding, foils for fencing, and so on. Since Steerforth is tutoring David in all these activities, David resents Littimer's presence.
David continues to worry about revealing his youth and inexperience, and is consequently embarrassed that Littimer sees Steerforth teaching David to ride and fence. In this case, however, David's anxiety about his age seems to intersect with insecurity about his class: the activities David is worried about are upper-middle or upper-class pastimes, and he's unnerved by the presence of Littimer, a servant. This overlap makes sense, given that part of growing up, for David, is settling into a comfortable middle-class life that's less extravagant (and at least theoretically more "moral") than that of the upper-class Steerforths.
Meanwhile, David becomes more and more attached to Steerforth; he does not feel he can be Steerforth's equal, but in spite (or, he suggests, because) of this, he enjoys being treated as a "plaything" or protégé. Steerforth eventually decides to come with David to see the Peggottys, and the two leave together. Once in Yarmouth, David takes great pleasure in revisiting familiar places with Steerforth, who is enthusiastic about everything from the town to the boatmen he meets on a morning walk along the beach.
David's relationship with Steerforth is one of the main obstacles to his growth in the novel. As his remark about being a "plaything" implies, David not only tolerates but enjoys the fact that Steerforth is completely in charge of the relationship, and this kind of passivity isn't compatible with life as an adult Victorian man.
The day after David and Steerforth arrive in Yarmouth, Steerforth asks when they will go to see Mr. Peggotty, and David suggests surprising the family with a visit that evening. Steerforth approves of this plan, saying he wants to see the Peggottys in their "aboriginal condition," and jokes with David about Rosa's previous words on that topic.
Despite his humorous tone, Steerforth's comments about visiting the Peggottys do reveal quite a bit about his attitude toward the working classes—specifically, that he views them more as a bizarre source of entertainment than as real people worthy of respect. David is also somewhat guilty of romanticizing the Peggottys' lives, which is perhaps why he doesn't see Steerforth's words as a red flag.
David leaves to visit Peggotty, with plans for Steerforth to meet him at Mr. Barkis's in a couple of hours. He is in a good mood, although he is surprised to see how small the town seems, now that he has grown. While passing by Mr. Omer's shop, he sees Minnie and two children, and decides to stop in. Minnie accordingly sends one of the children (her son Joe) for Omer, who doesn't recognize David at first. David, however, reminds him of the time they rode to Blunderstone together for Clara Copperfield's funeral, and Mr. Omer then greets him, reminiscing about the day. He has more difficulty breathing than he used to but is still as cheerful as even, noting that Minnie and Joram became engaged in the very same cart David rode in all those years ago.
Once again, the differences in David’s perceptions of a place (in this case, Yarmouth) as a child and as an adult are surprising to him. In part, this serves as a yardstick for how much he has grown and changed over the years. It also perhaps hints at the limitations of memory, even in a memoir; although David's recollections of Yarmouth are basically accurate, they are colored by factors like his age at the time.
Mr. Omer asks after Peggotty, whom he remembers had some connection to David. He then explains that little Em'ly is apprenticed in the dress shop, where she is performing very well. He also says Emily is so pretty, though, that many women are jealous of her—to which Minnie retorts that Emily should have "kept to her own station in life." Omer disagrees, but acknowledges that people find it suspicious that little Em'ly has not made many friends in town, and that there are rumors that she wants to be a lady. The fact that Emily has a slightly spoiled and fickle demeanor doesn't improve matters, or that she left a previous position as a lady's companion. Mr. Omer insists, however, that Emily has been a model employee for the two years she has worked for him.
Little Em'ly's sexual transgressions are difficult to unravel from her desire to escape working-class life. Narratively, this makes sense, because it's in her wish to be a lady that leads her to take up with Steerforth. On a deeper level, however, it also speaks to how suspect "ambition" was in a nineteenth-century woman. Emily's aspirations not only leave her vulnerable to seduction, but also clash with the Victorian idea of women as selfless and detached from the world of money and business. Her working-class status compounds the problem, since "good" working-class characters in the novel are mostly humble and content with their station in life.
David glances next door, where Emily is currently working, and is impressed by her beauty, as well as by the tenderness with which she is watching Minnie's child. He admits that Emily has a "willful" look, but nevertheless feels that she is basically good and innocent at heart. Mr. Omer urges David to go and say hello to her, but he is too shy to do so.
Despite Emily's flaws, she's a sympathetic character at heart. In this passage, Dickens signals her underlying virtuousness by drawing attention to the ways in which Emily does conform to gender norms—specifically, her deep maternal instincts.
David continues on to see Peggotty, and they pretend to be very formal with one another: David asks whether Mr. Barkis (who now suffers from rheumatics) ever goes to Blunderstone, and whether Peggotty happens to know anything about a house called the Rookery. They both then start crying and hugging one another, and David even stops worrying about whether he is acting maturely or not.
The fact that David is able to shed his adult persona around Peggotty is an indication of just how close the two are, and suggests that Peggotty still serves as a mother figure for him.
Peggotty goes to tell Barkis that David is there, which she says will do him good. David finds that Barkis is bedridden and unable to move much, but he reminisces happily about the conversations they used to have about Peggotty while riding in Barkis's cart. He continues on to say that everything David told him about Peggotty's cooking was as "true as taxes." This reminds Barkis that he is, in his words, a "very poor man." He repeats this several times and gestures toward a box, which he says is full of clothes. Finally, he praises Peggotty and urges her to provide David with a good dinner. While they're gone, he says, he will try to find some more money—something Peggotty tells David that Barkis says before pulling a coin or two from the box in secret.
Despite being founded mostly on convenience, Peggotty and Barkis's married life has evidently been happy—partially because Peggotty is such a good homemaker. Barkis, in turn, has proved to be a dutiful breadwinner: after his death, Peggotty learns that he has saved up enough money to leave her comfortably well-off. His current miserliness, however, suggests that he sees his newfound wealth as somewhat precarious; his lie about the contents of the money box is comical, but also indicative of how insecure Barkis's new position is.
Peggotty gets along well with Steerforth when he arrives—partly because she is grateful for his kindness to David, and partly because of Steerforth's own charisma. Steerforth also charms Mr. Barkis, and makes no objection to the inconvenience of having to stay at an inn while David remains at Peggotty's. David and Steerforth leave for Mr. Peggotty's that evening, and looking back, David says he still can hardly believe that Steerforth's charm and kindness were a "brilliant game."
David's memories of Steerforth appear considerably darker looking back than they did at the time they happened, undercutting the novel's frequently nostalgic tone. However, David's suggestion that Steerforth was playing a "game" all along may be overly harsh—at the very least, it's at odds with what the novel says elsewhere about Steerforth's inability to consciously control his own emotions and impulses.
The sea is loud as David and Steerforth approach Mr. Peggotty's, and there is also a lot of noise coming from inside the house. When they enter, they find Mrs. Gummidge clapping, Ham and little Em'ly shyly holding hands, and Mr. Peggotty warmly greeting his niece. The scene breaks apart when David and Steerforth arrive, but Mr. Peggotty greets them joyfully, while embracing Emily with pride and happiness.
David and Steerforth's arrival at the Peggottys' foreshadows the role that Steerforth ultimately plays in breaking up the family: here, he quite literally intrudes on a happy domestic scene. The background noise of the sea heightens the ominous nature of the scene by seeming to threaten the family with destruction.
Little Em'ly runs away in embarrassment, but Mr. Peggotty continues to speak warmly of the joy she has brought into the household; although he is "rough as a Sea Porkypine," he says, he loves Emily as if she were his daughter. He then explains that a "certain person"—Ham—has known little Em'ly since she was a baby and has watched her grow up, ultimately falling in love with her. Mr. Peggotty was pleased when he learned this, because he wants to make sure Emily is provided for. He therefore spoke to Emily himself on Ham's behalf, but she resisted at first on the grounds that Ham is too good. To Mr. Peggotty's surprise, however, Ham and Emily arrived home from work that day engaged: Emily said she was "steadier" now and ready to marry. It was at this moment that David and Steerforth arrived.
Gradually, it emerges that the scene Steerforth interrupted might not have been as blissful as it seemed at first glance. As Mr. Peggotty himself acknowledges, little Em'ly wasn't pleased to learn about Ham's feelings at first. On the one hand, her initial insistence that Ham was too good for her, and her later assurance that she had grown "steadier" seem to tie into the novel's broader depiction of marriage as something to undertake only after attaining a certain degree of maturity. Elsewhere, however, Emily's resistance to the match seems to have at least as much to do with a lack of attraction as it does with her own immaturity; Emily, after all, has known Ham her entire life and seems to view him more as a sibling than a lover.
Awkwardly but earnestly, Ham professes his love for little Em’ly, saying that no other man could love her more, even if he could express himself more eloquently. David is intensely moved by this, and his childhood memories of little Em'ly add poignancy to his happiness. Steerforth spares David the necessity of speaking by congratulating Mr. Peggotty and Ham on their much-deserved happiness.
Although Dickens treats Ham's devotion to little Em'ly sympathetically, his fumbling declaration in this passage underscores how mismatched the couple is. Ham is earnest but not especially bright, whereas Emily is quick-witted and charming. What's more the novel associates these traits with class status—the novel's "good" working-class characters tend to be kind but not particularly intelligent—giving Emily, who wants to be a lady, even more reason to hesitate. Meanwhile, the possibility that David may still have feelings for little Em'ly becomes important in light of his later actions towards her.
Mr. Peggotty and Ham manage to persuade little Em'ly to return to the main room, and her awkwardness quickly fades away thanks to Steerforth's charming and tactful conversation. In fact, she seems enthralled by a story Steerforth recounts about a shipwreck. Steerforth also wins the rest of the family over by singing sea shanties and talking about "boats, and ships, and tides." Even Mrs. Gummidge is less gloomy than usual. Eventually, Emily and David begin to talk of their shared childhood memories, Steerforth listening on intently.
Whether because of Steerforth’s looks, status, or charm, it's clear that Emily is immediately drawn to him. This instantaneous attraction contrasts starkly with her long reluctance to marry Ham, and suggests that her reluctance was at least partially a discomfort with the idea of Ham as a romantic and sexual partner. While the novel generally defends marrying for rational and mature reasons, it also suggests that a complete absence of attraction will likely have unhappy consequences. Meanwhile, the way in which Steerforth listens in on David and Emily's conversation is another example of David's memories taking on a darker tone in retrospect; in this case, Steerforth's presence is quite literally looming over those memories and stripping them of some of their innocence.
David and Steerforth finally leave around midnight, the latter praising little Em'ly's beauty and the "quaintness" of the house and family. However, when David comments happily on Ham and Emily's engagement, Steerforth says it is a shame that she is marrying such a "chuckle-headed fellow." This shocks David, but he quickly decides Steerforth is joking and insists (aloud) that he knows Steerforth is deeply sympathetic even to the poorest members of society. Steerforth replies that he wishes everyone were as "earnest" and "good" as David, and then begins singing shanties again.
Once again, Steerforth exhibits a callous attitude toward the lower classes. Although he finds the Peggottys charming to engage with briefly, he clearly doesn't respect them—except perhaps for Emily, whom he implicitly suggests is too refined for Ham. On some level, however, Steerforth seems to feel guilty, if not over his prejudice, then over the fact that he is not as honest and charitable as David thinks he is. As always, Steerforth either can't or won't put his wish to be a better person into action, instead letting the subject drop and returning to his usual carelessness.