David arrives in Yarmouth that evening and arranges to stay at an inn. He then stops by Omer and Joram's: the shop has closed for the evening, but Mr. Omer is inside and lets David in. David says he was sorry to learn of Mr. Barkis's condition and asks Mr. Omer what he knows about it. Omer, however, says he doesn't know anything, because it isn't appropriate for an undertaker to ask about the health of someone sick. Mr. Omer feels that this is rather unfair, and wishes that people were "stronger-minded" about death. Throughout the conversation, David notices that Omer's asthma has grown significantly worse—something Omer himself readily admits.
In many ways, minor characters like Mr. Omer function as markers for the passage of time in the novel (and therefore for David's own growth). In the years that have passed since David's childhood, Mr. Omer has grown sickly and closer to death himself. His easy acceptance of this reflects his own familiarity with death while also allowing Dickens to keep the book's tone relatively light; although multiple characters die over the course of the novel, the story is hopeful about people's ability to grow through and beyond grief.
Omer explains that little Em'ly has been keeping them up to date on Barkis's condition, and David asks how she is. Mr. Omer replies that he is anxious to see her married, because while her work is as good as ever, she seems depressed. According to Omer, this is because she is "unsettled" and needs a home and husband to care for; in fact, he offered to release her early from her apprenticeship so she could marry. Ham accordingly bought a house and the couple were on the verge of marriage when Barkis's condition deteriorated, delaying the wedding. As a result of this uncertainty, Mr. Omer says, Emily continues to be anxious and unhappy. David then asks Omer if he knows anything about Martha, but Omer doesn't know much, although he says he pities her and doesn't consider her a bad person.
Mr. Omer's concerns about little Em'ly reveal just how central marriage and family were to the Victorian conception of womanhood: Omer effectively suggests that all of Emily's problems can be solved by simply becoming a wife. Still, despite his conventional ideas about women's nature as homemakers, Omer does break with the prevailing attitude toward fallen women by suggesting that Martha ought to be pitied rather than scorned.
Minnie enters and reports that Barkis's condition has worsened, and that Mr. Peggotty is currently at Barkis's house. David hurries there as well, where he also finds Ham and Emily. Everyone is very subdued, but Mr. Peggotty and Ham thank David for coming. Emily, however, says nothing and seems unusually shaken; when David attempts to take her hand, she flinches and runs to her uncle, who attributes her behavior to her "loving" disposition. Mr. Peggotty attempts to send Emily home with Ham, but she begs to be allowed to remain. Ham therefore leaves alone, and David notices that Emily clings even closer to Mr. Peggotty when her fiancé kisses her. She also insists on going with her uncle when he goes upstairs to see Barkis, though David later thinks he sees her lying on the floor of his own bedroom.
At the time, David attributes Emily's odd behavior to a longstanding "dread of death." However, while it's true that little Em'ly seemed especially afraid of death (at least by drowning) as a girl, it's clear in retrospect that her agitation has at least as much to do with her plans to elope with Steerforth as it does with Mr. Barkis. Once again, Emily reveals herself to be ill at ease with her fiancé’s displays of affection, while simultaneously clinging desperately to her uncle as if she's afraid to lose him.
Left alone, David thinks about little Em'ly's apparent fear of death, as well as what Mr. Omer told him about her. He is interrupted by Peggotty, who comes downstairs and embraces him, thanking him for coming. She then asks David to come upstairs, saying his presence will cheer Barkis if he happens to wake.
Emily's anxious response to Barkis's decline is tied to her coming actions, since a woman who had engaged in premarital sex was often considered to be as good as dead—the idea being that the stigma attached to the behavior led inexorably to poverty, disease, and death.
Once upstairs, David finds Barkis unconscious, but clinging to the box he keeps beside his bed. Peggotty attempts to wake him by telling him David has come to see him, but Barkis remains the same. Mr. Peggotty says that Barkis will die when the tide goes out, since that is what happens on the coast. For the next several hours, everyone waits in Barkis's room, until Barkis finally begins to stir, talking first about driving David to school and then saying that Peggotty is the best woman in the world. Finally, he says that "Barkis is willin'" and dies as the tide goes out.
The repetition of the phrase Barkis initially used to propose with is interesting—particularly because it's the last thing Barkis ever says. What had been a running joke now signals Barkis's willingness to embrace death and presumably, given the cultural context of the novel, God. In other words, as comical as Barkis's and Peggotty's relationship often is, Dickens does suggest that it plays a role into shaping Barkis into the kind of man who can look forward to entry into heaven.