Drama set in Victorian North-East England. Six years on, and Millie has grown into a beautiful young woman, protected by Aggie and Ben. Millie is takes up a job as a nursemaid in the country, where the children love her. At the servant's ball, she dances with the local landowners nephew, Bernard Thompson, but come under the scrutiny of the vicious Berenice Crane-Boulder.

Seperated from her prostitute mother as the woman flees on foot down the filthy mid-19th century streets of Newcastle from the police, ten year old Millie is taken under the wing of rag lady Aggie Winkovski and her crippled helper, Ben.

Now home after the attempted rape, Millie has use the cooking skills she learned at the convent school to turn Aggie's rag yard into a thriving bakery. Bernard Thompson arrives to see Millie, and everyone seems pleased with the relationship except Ben, who is jealous. When a row with Thompson sends her straight into the clutches of the ruthless Boswell, it is Ben who risks everything to come to her rescue.