Townley and Emilia discuss their secret: Old Bellair is in love with Emilia and has no idea that his son is in love with her as well. Even though Lady Townley tries to dissuade Old Bellair from loving Emilia becasue she is "melancholy," he refuses. He tells his son not to fret about marrying Harriet because she's rich. Young Bellair admits that he has written a letter of obedience to his father that will deceive him.
Medley appears, and Emilia is excited to listen to his gossip. Townley admits that Medley exaggerates and speaks of Loveit's jealous rage. Meanwhile, Medley jokingly mocks the newest examples of literature until Townley demands to hear only gossip. They exit in order to discuss.
Loveit is in a jealous rage over Dorimant who is paying her no attention. Pert tries to convince Loveit to stop, admitting Dorimant is in love with someone new. Bellinda enters and tells Loveit that Dorimant has been entertaining a "tall and slender" masked woman. They conspire to ruin her. When Dorimant enters, he admits that men can't be faithful, accuses them of spying, reveals that even he doesn't know who the masked woman was, and tells the audience that his plan is working. Dorimant then accuses Loveit of flirting with Flutter. She denies it. Belinda admits that Dorimant has given proof of his love, but wonders if he will someday use her in the same way.