Pip persists in the same routines, varied only by a birthday visit to Miss Havisham's where she gives him a guinea he spends on books to study. But Pip sees Biddy changing: she is cleaner and neater, noticeably pretty. One evening, while Pip sits studying, Pip realizes that Biddy has learned everything that Pip has from books and the forge without ever studying. He asks her how she's learned and she says she "must catch it—like a cough." Pip is impressed and praises Biddy's making "the most of every chance." Biddy begins to cry, asking Pip to remember their first lessons together. Pip is moved and, wanting to express his gratitude and trust, invites Biddy on a weekend walk on the marshes.
Biddy is growing up, beginning to present herself as a responsible adult rather than a neglected orphan. She is innately intelligent and keenly observant, traits which enable her to soak up knowledge without deliberate study. Yet Biddy doesn't place as much value on education as Pip does—when he praises her learning, she immediately redirects the conversation to memories of their friendship, focusing on human relationships rather than on individual knowledge.
On their walk, Pip confesses to Biddy his dissatisfaction with the blacksmith trade and his wish to be a gentleman to disprove Estella's disdain for his commonness. At the same time, he admits he would have been happier if he could be as content with the forge as he was in childhood. Biddy is skeptical about Pip's ambitions and calls them "a pity." She is disturbed by Estella's insults and tells Pip they are rude and untrue, asking him, "Do you want to be a gentleman to spite her or to gain her over?" If the former, Biddy says, spite would be better expressed by ignoring her insults, and, if the latter, Estella isn't worth gaining over. Pip agrees but knows, to his chagrin, that he will not be able to follow Biddy's wise advice.
Like Joe, Biddy is content with her station in life and does not strive to rise above her class. Neither does she romanticize members of the upper class: she can see Estella's cruel pettiness for what it is and isn't distracted by Estella's beauty or elegance. Yet, even though a part of Pip agrees with Biddy, he is overwhelmed by his own ambition and dissatisfaction with a blacksmith's life. Pip cannot shake his infatuation with Estella.
Pip cries and Biddy comforts him and tells him she is glad that Pip feels he can confide on her, that he always can. Pip hugs her and says he will always tell her everything. "Till you're a gentleman," says Biddy. They walk on and Pip, thinking how miserable he would be if he were walking with Estella, tells Biddy he wishes he could get himself to fall in love with her. "But you never will, you see," says Biddy.
Biddy is perceptive and speaks the truth, even when it is unpleasant. She sees Pip's class ambitions and concern for reputation and understands that they will lead him to abandon his life at the forge and the relationships associated with it.
As they are walking, Orlick appears out of nowhere and tries to walk them home but Biddy whispers to Pip not to let him, saying she doesn't like him. Pip and Biddy walk alone with Orlick following at a distance and Biddy confesses to Pip that she is afraid Orlick likes her. Pip is hot with anger and from that day on tries to obstruct Orlick's advances on Biddy. Pip himself goes back and forth between believing Biddy and forge life are superior to Estella, then remembering the Havisham days and growing dissatisfied and ambitious again.
Pip is instinctively protective of Biddy and doesn't want Orlick to court her, even though Pip is unsure whether he wants to court her himself. He continues to waver in and out of ambition.