Episode 3, originally transmitted on BBC2 on 26 January 1994

One night, the wealthy and bedridden Mr Featherstone awakes to demand that his carer, Mary Garth, immediately burn one of the two wills that he has drawn up. Despite the inducement of money, Mary refuses, and in the morning she discovers him dead. At the reading of Featherstone's will, Fred Vincy discovers that his expected inheritance has, in the more recent version of the will, been bequeathed for the formation of alms houses for the elderly. Fred's father, Middlemarch's mayor, is furious, and instructs Fred to complete his studies, and his daughter Rosamond to break off her engagement to Dr Tertius Lydgate. Instead, Rosamond happily consents to Lydgate's proposal that they marry immediately and move into the grand house that she has chosen.

Arthur Brooke has decided to employ Will Ladislaw at The Pioneer, the newspaper he owns, a decision that displeases Rev. Casaubon, who had hoped that Ladislaw, his cousin, had left the region. Will pays a visit to Dorothea Casaubon when her husband is out. They chat warmly, reviving the connection they had established in Rome, and Will leaves just before Casaubon's return. When Dorothea suggests they give some money to Will, whose branch of the family has been disinherited, Casaubon, increasingly jealous of the attention his wife is being paid, writes to Will forbidding him to visit them.

Rosamond Lydgate is impressed by a visit to her husband's wealthy relatives, but is less supportive of his profession. She spends lavishly, beyond their means. Dr Lydgate, meanwhile, is concentrating on modernising Middlemarch's medical procedures, despite local resistance. Brooke, intending to run for Parliament, realises his own ineptitude in dealing with tenants and decides to employ Caleb Garth as farm manager.

Dorothea is shocked to hear from Will about her husband's letter and embarrassed by Will's defiant attitude to being ostracised. Casaubon learns from Dr Lydgate about the severity of his heart condition, and the fact that his wife was already aware that it might prove fatal at any time increases his suspicion further. Late one night he demands to know whether she will carry out his wishes after he has died. Confused and upset, Dorothea asks for clarification and promises to respond in the morning. After a restless night, she awakes to be told that he is awaiting her answer in the garden. There she finds him slumped over his books, dead.