In the Bastille prison Dr Manette writes an account of his imprisonment. He hides the paper in a shoe he has been given to repair. Suddenly M. Defarge appears: he has bribed the Turnkey to allow Manette to escape.
Paris – Defafarge's Wine Shop
A barrel of wine breaks. The poor scurry to drink all they can. The carnival atmosphere is broken by the Marquis de St Evremonde. Mme Defarge and her two sidekicks, Les Vengeances, mock him as he passes: dissent is simmering amongst the poor of France.
M. Defarge arrives with Manette, whom the Jacques welcome as a hero. Mme Defarge takes him to a room to sleep.
As Manette dreams, he revisits the events of his imprisonment. Summoned from his home by Gabelle, the Marquis de St Evremonde's servant, Manette was brought to a scene of carnage: A young man, Denis, bleeding to death, his sister, Therese, in distress. Dying, Denis accused the Marquis of his murder, showing the Evremonde cravat stained with his blood. The Marquis returned and attempted to buy Manette's silence, before sending him to the Bastille.
Mme Defarge finds the paper he hid in the shoe. Her husband interrupts her with news of arrivals from London who have come to take him to safety: two lawyers, Mr Lorry and Sydney Carton and Manette's daughter, Lucie, who has not seen her father for 18 years. Manette slowly comes to recognise his daughter.
Paris – The House of the Marquis de St Evremonde
In a wealthy part of Paris, Charles Darnay comes to see his father, the Marquis. This is a final parting: Charles can no longer support his father's cruelty. The Marquis starts to paw Gabelle's daughter, Agnes; Charles defends her. The Marquis leaves and Charles bids farewell to Gabelle and Agnes.
A boat is being loaded for England. Sydney dallies with a prostitute. Her request for payment is interrupted by the arrival of Lorry, Lucie and Manette, now joined by Lucie's governess, Miss Pross. When the English board the ship, the prostitute goes for help. She returns with her pimp and mistakes Charles for Sydney. Sydney returns and the misunderstanding is resolved: everyone notices the remarkable similarity between the two men. Carton pays the prostitute as Lucie looks on disapprovingly. Charles helps the Manettes to board the ship; he is also travelling to England.
A London Street
Sydney wakes, having spent the night on the street – not untypical of his lifestyle. A flower girl flirts with him till Lorry passes and they head off to work at…
An old established firm where the young bucks gently mock the old guard. Sydney seems distracted.
A London Park
At lunchtime, Lorry and Sydney join Lucie and Pross for a picnic. Pross is not overjoyed at Carton's appearance and her mood worsens when Charles appears as well. It starts to rain and Charles offers Lucie the shelter of his umbrella. Left together they grow close, as Carton looks on. When Charles has to leave, Sydney tries to declare his feelings for Lucie, but knows she will never be interested in a man like him.
Paris – Defafarge's Wine Shop
The mood on the streets has darkened. Everywhere people are starving. Gabelle passes with a cartload of bread; when a girl snatches a loaf she is shot. The Jacques gather seeking revenge.
London – Manette's House
Lucie and Charles are getting married. Pross brings a choice of cravats for Charles, including one bearing the blood red ‘E’ of the Evremonde family.
It reminds Charles of his past: an afternoon spent playing with two local children, Denis and Therese. They were interrupted by his father, outraged that he was mixing with peasants. Charles attempted to defend them, but was dragged away by Gabelle.
Manette has seen the cravat, which evokes distressing memories for him too.
Lucie and Charles are married. Manette chooses to let the past go and embraces Charles as his new son-in-law.
The Streets of Paris
Revolution has broken out. The Jacques have stormed the Marquis' house and are looting its contents. They have taken Gabelle, Agnes and the Marquis. The mob gets out of control and the Marquis is lynched.
Paris – A Prison
The aristocrats of France await their fate, amongst them Gabelle and Agnes. Gabelle writes a letter to Charles hoping he will be able to save them. They bribe the Turnkeys to smuggle it out.
London and Paris
In London, Charles receives the letter from Gabelle. Once his family, including his young daughter, Little Lucie, has retired to bed, he sets off for France – leaving Gabelle's letter and his Evremonde cravat for Lucie to find.
At a checkpoint in Paris, Mme Defarge recognises Charles as one of the hated Evremonde family and he is arrested.
In London, Lucie finds the letter and realises what Charles has done. She is determined to go to Paris to help him. Manette insists that he will go with her.
Lucie, Manette and Pross, joined by Lorry and Sydney, arrive at the checkpoint. Manette is recognised and acclaimed as a hero of the Revolution. They are given free passage.
Paris – Revolutionary Court
Justice is handed out by a baying mob. Gabelle and Agnes are swiftly sentenced and Charles is brought forward. Manette defends him and he might go free, until Mme Defarge produces the paper she found in Manette's shoe. She tells the full story of the night of Manette's imprisonment: she was Therese, the girl the Marquis abused and whose brother he murdered.
She denounces the whole Evremonde clan, including now not only Charles but Lucie and Little Lucie. Charles is taken away. As the court disperses, Carton attempts to bribe a Turnkey and fails.
Paris – Manette's Lodgings
Lucie attempts to comfort the shattered Manette. The others wait. Sydney appears – he has been drinking, but when Lorry rebukes him, he reveals he has a plan to save Charles.
Paris – A Prison Cell
Money and alcohol allow Sydney and Lorry to reach Charles. Alone, the two young men contemplate their different fates. Sydney drugs Charles and changes clothes with him. Lorry returns and Sydney calls the Turnkey. Lorry carries Charles to safety.
Paris – Manette's Lodgings
Pross waits for Lorry, who arrives with Charles. As they leave, Mme Defarge arrives bent on revenge. Pross prevents her and the two women fight to the death.
The family prepares to leave for England, their thoughts filled with Sydney's sacrifice.
Paris – The Guillotine
Sydney is led to the place of execution. Agnes is amongst the condemned aristocrats and thinking Sydney is Charles, clings to his hand for comfort. When she realises this is not her old friend, she is stunned by the sacrifice this stranger is making.