On both sides of Tollgate Street, strong women set out to make their mark. Denise struggles to inspire her uncle and the other shopkeepers to survive through progress, while Katherine Glendenning attempts to make herself indispensable at The Paradise. Both have their work cut out for them.
The soon-to-be Mrs. Moray brings her friends into the store and conspicuously spends a fortune, hoping her friends will follow suit. Moray is suffocated by her relentlessness and powerless to stop her. What's more, Katherine tries to remove the portrait of Helene, and thus the burden of Moray's past, from his office. When Jonas stops her, she warns him not to cross her. He immediately informs Moray, but Moray has had enough of the detective's interventions and orders Jonas to stay out of his personal affairs. Jonas is left reeling.
Meanwhile, Denise attempts execute a new idea: She encourages Edmund and the other small shopkeepers to spruce up their shops, form a cooperative, and give a discount to shoppers who do business with them instead of The Paradise. But Edmund and Charles Chisholm, the antagonistic and pompous milliner next door, bicker like bratty children. Somehow, despite this, Denise perseveres, and their first day as a cooperative is a triumph.
Late one night, Dudley finds the usually tightly controlled Jonas drunk. Worried Katherine will influence Moray to fire him, Jonas reveals how he arrived a broken outcast at The Paradise, and how Helene Moray took him in when no one else would, securing his eternal loyalty. Seeing Jonas in a new light, Dudley urges leniency from Moray, but Jonas finds Dudley’s pity unbearable.
Katherine intensifies her quest to impress Moray, arranging for a full-page engagement announcement to run in the paper. Crowds come flocking into the store to see what material she will choose for her wedding dress, and she challenges Moray to pick a fabric – any fabric at all – and she guarantees that by virtue of her position as an influencer, the fabric will sell out. Soon, "Midnight Ink," the fabric choice, is flying off the shelves in spite of its inferiority. The interest is so high that Denise’s cooperative suffers on its second day. Katherine earnestly asks Moray to take the portrait of Helene down, but he refuses, wanting to be reminded of who he is.
When Denise learns about Midnight Ink, she cunningly orders up the remaining stock from the suppliers and sells it exclusively at the cooperative. Katherine is furious, but Moray, secretly delighted and impressed by her cleverness, congratulates her. The cooperative has made a profit, but when a petty argument ensues between the greedy Chisholm and the stubborn Edmund, the group falls apart. Denise is devastated.
Frustrated over her ruined plans, Denise confides in Moray. In turn, he finds he is able to tell her the truth about Helene. He reveals that he was too devoted to the store and refused to go away with her. They argued, he said some awful things, and she ran away from him, falling to her death. He's tortured by guilt, not knowing whether her fall was accidental or intentional. Sorrowful about the way things have turned out between them, they endeavour to remain friends. Denise, is no longer Moray's "little champion" – she is his inspiration. But Glendenning witnesses Moray consoling Denise and hints of his suspicions to Katherine. She immediately insists they move the wedding forward.