Thirteen year-old Nell Trent lives with her ailing grandfather (Sebastian Shaw) in a run down London antiques shop, unaware that he has a ruinous gambling addiction that has left them nearly penniless.

To feed his addiction, Nell's grandfather has been borrowing money under false pretenses from Daniel Quilp (Trevor Peacock), a deformed and vicious local businessman with dishonorable intentions towards Little Nell. When Quilp discovers where his money has gone, he wants it back - and Nell with it. Desperate and penniless, Little Nell and her grandfather flee, wandering the countryside in a frantic attempt to stay one step ahead of Quilp in a tragic and heartbreaking journey.