After the death of his financially replete father, Nicholas Nickleby and his family travel to London to seek assistance from his father's older brother Ralph. Taking an immediate dislike to his nephew, Ralph employs Nicholas under the sadistic Mr. Squeers and his interminable wife, owners of a boys' school in northern England. In the meantime, Ralph seeks to use Nicholas' beautiful sister Kate as a ploy to influence his investors. Discourse forces Nicholas to flee the school with the crippled Smike, an orphan with no memories of his former life before he was brought to Dotheboys' Hall. On their journey back to London they meet up with Vincent Crummles and his acting troupe, befriend Ralph's good-hearted secretary Newman Noggs, and ultimately rise over adversity.

Miranda Richardson was set to play Mrs Squeers, but she declined so she could concentrate on three much more demanding roles in Spider (2002).

Nicholas:
Weakness is tiring, but strength is exhausting.

Continuity: Just before Vincent Crummles announces that they're losing money with the current play, Mr. Folair can be seen grabbing the fire prop twice in two different shots.