In the mid 1850s, Frith felt the desire once more to illustrate Dickens characters. In 1857, whilst he was tied up with the completion of his second great modern life panorama Derby Day, so his submission to the Royal Academy summer exhibition was limited to two small works, A London flower girl (no. 152) and Kate Nickleby at Madame Mantalini's (no. 125).

He had painted many versions of Dolly, and there was a clear nervousness on Frith’s part driven by his awe of the author not to paint a character or scene without Dickens's sanction. In this case he chose a character that Dickens had commissioned from him fifteen years earlier and was available as an engraving through the Art Union of Ireland in 1848.

In this painting, Frith depicts her at Mantilini’s, but chooses a different scene to depict. Exhibited in the East Room, the catalogue gives a quotation from chapter seventeen of the novel, which describes the scene: 'Kate's part in the pageant was humble enough, her duties being limited to holding articles of costume until Miss Knag was ready to try them on.' The scene in the novel illustrates the moment where Kate ‘felt, for the first time, humbled by her profession’ through the arrogant and dismissive behaviour of the customers. A very Dickensian scene, but, perhaps not an obvious one for Frith. In it the artist focuses on the single-figure; ‘We find Kate,’ the Art Journal notes, ‘standing with a mantle thrown over her arm, and we learn from the reflection in a cheval glass, that Miss Knag is in the act of trying on another, but not within the field of view.’ (Art Journal, 1857, p.167) The device of isolating Kate from Miss Knag and the difficult customers through their reflection in a cheval mirror is an interesting one and allows the viewer to concentrate on the visible emotions of the heroine, with harsh reality of her position being reduced to a reflection.

As Dickens reflects in his description of the scene, that the consolation we have as viewer was not yet available to Kate: ‘Philosophy would have taught her that the degradation was on the side of those who had sunk so low as to display such passions habitually, and without cause.’ The dark tonality of the picture was commented upon, and the Illustrated London News explained ‘The dark tone… may be understood to represent appropriately a very dark indoor effect.’ (Illustrated London News, 16 May 1857) The Illustrated Times, a great supporter of Frith compared its depiction of Kate as ‘like a portrait of George Sand in her youthful days.’ (FN, Illustrated Times, 30 May 1857)

The Mantalini’s showroom was depicted in Phiz’s illustration, The Professional Gentlemen at Mantalini’s for the publication of Nicholas Nickleby (1838-9). The cheval mirror is visible, but where Hablot Browne gives us charming caricature in the figures, Frith presents us with a realistic depiction. The Sun noted that it was ‘a picture which will afford many a reader of Boz the unexpected pleasure of gazing once more upon the features of perhaps the most natural… of all Mr. Dickens’s heroines!’ (Sun (London), 5 May 1857)