Little nell, an innnocent young girl, lives with her grandfather in his shop. Unbeknownst to Nell, her grandfather is attempting to give Nell a better life by borrowing heavily from a twisted and vicious man named Quilp. When Quilp realizes where his money has gone, he wants it back and Nell with it. Desperate and penniless, Nell and her grandfather are forced to flee, wandering the countryside in a heartbreaking attempt to stay ahead of Quilp.