In this splendid adaptation, Peter Ustinov plays the lovable old shopkeeper who lives with his precious granddaughter, Nell, in turn of the century England. The old man had borrowed heavily from his evil landlord, Daniel Quilp. When Quilp discovers the old gentleman has been throwing the money away at the gaming tables. Quilp forecloses on the loans, takes possession of the shop, and threatens to have the old man thrown in the madhouse. Nell and her grandfather are forced to flee London.

So begins an epic journey through the English countryside. Nell and her grandfather stay one step ahead of the relentless Quilp, until a mysterious stranger comes to their rescue and helps bring Quilp to an appropriate end.