Carton, scathing in his criticism of Stryver's inferior intellect, is frustrated by the drudgery of his position as Stryver's hired hand - his jackal. Upon meeting Darnay's star witness, Lucie Manette, Carton is instantly struck by her beauty. Later, drunk and jealous of Lucie's obvious affections for his client, Carton abuses Darnay.

In Saint Antoine, Paris, Madame Defarge and Gaspard are leading lights of a secret revolutionary movement known only as The Jacquerie. Preaching civil insurrection as the sole solution to the misfortune of their squalid existence at the hand of the Ruling Class, they target as their most detested aristocrat the brutal Marquis St. Evremonde. When his carriage kills Gaspard's son, sedition seems only moments away. Simultaneously on a return visit to Paris to put his business affairs in order, a furious Darnay accuses his uncle, the Marquis, of manslaughter.

The following day, Gaspard assassinates Evremonde. Now en route back to London, Darnay is however blissfully unaware of Evremonde's demise. Like Carton, he has Lucie on his mind. As both men pursue her, she ponders a life without one of them in it.

Suddenly in Paris, violence erupts and the French Revolution begins. Death to the innocent as well as the guilty is the order of the day. The nobles flee or are killed and the mob rules! From the safety of London, Stryver nevertheless remains sceptical as to the success the revolution. Meanwhile, to Carton's dismay and utter despair, Lucie and Charles are married.

Several days later, revolutionaries arrest Darnay's old friend Gabelle. To the consternation of Doctor Manette, Darnay returns to Paris to help Gabelle. Revealing Darnay's true identity to Lucie and Carton, Manette also confesses his fears for his son-in-law's safety.

In the hope that his eighteen years in the Bastille as Evremonde's prisoner may count in Darnay's favour, Manette resolves to follow Charles to Paris. When Lucie joins her father on his rescue mission, Carton at once senses the inherent danger for Lucie as the wife of an aristocrat. Roused from his self-pity and with Stryver in tow, he accompanies the Manettes - to be of assistance should the need arise.

In Paris, Darnay is apprehended and sentenced to death. Distraught, Lucie pleads with Madame Defarge to save him, but her overtures are disdainfully rejected. In fear of the worst, Carton instructs Stryver to escort Lucie and her father safely out of Paris. Seeing his own moral redemption in direct coalition with Darnay's liberation, Carton then visits him in his cell, anaesthetises him with chloroform and trades places with him. His bold plan now well advanced, Carton writes a farewell letter to Lucie.

The next morning, Madame Defarge confronts Lucie and a violent physical brawl erupts. At its conclusion, Defarge lay dead from a single shot from her own pistol. Soon after, a coach containing Lucie, Doctor Manette, Stryver and Darnay quietly exits Paris.