When Willoughby learned of Marianne's potentially fatal illness, he rushed straight from London to Cleveland. His intention of coming to speak with Elinor was to "obtain something like forgiveness" (Ch. 44). Willoughby confessed that his first motive for getting to know Marianne and the Dashwoods was to give himself something nice to do while in Devonshire. Marianne's attentions played on his vanity, making him even more vain, but his only intention was to flirt with her without ever "returning her affection." He further confessed that the main reason he had no intention of returning her affection is that he had always been extravagant and that he had many debts, thus he planned to marry a woman with a fortune to ease his debts. Marianne was poor, therefore, he knew he was only being vain and selfish by indulging in her attention. However, he also confessed that despite his intentions, he did fall in love with her. He told Elinor that he had intended to propose to her, but then his wealthy cousin, Mrs. Smith learned of his affair with Colonel Brandon's charge and disinherited him when he refused to marry Eliza.
He openly regretted his affair with Eliza, wishing it had never happened. Eliza had passionately flirted with him, and for a short time he returned her affections, leading to Eliza's fallen state.
He also spoke passionately about how much seeing Marianne before he left for London and receiving her letters broke his heart, but his love for her could not overcome his "dread of poverty."
Mostly in his conversation, he asks Elinor to have pity on him and his situation, particularly to pity the fact that while being in love with Marianne, he was forced to marry another woman. However, Elinor makes the excellent point, that he was still wrong; he made his own choices. His speeches to Elinor helped to show us that he did not just use Marianne, that he truly did care, but we must still blame him for his immoral, extravagant choices and his lack of principles and propriety.