At the dance Dorimant (disguised as "Courtage") and Woodvill are agreeing about how women neglect their looks these days. Dorimant, then, sways even Woodvill to his side, and the company laughs as she chides "that wicked Dorimant." Emilia encourages Dorimant to win Harriet, but she is being as obstinate as always. Dorimant admits that he loves Harriet, but Harriet spurns him until "your love's grown strong enough to make you bear being laughed at." When Fopling appears, he almost blows Dorimant's cover. Dorimant is convinced that Fopling knows who the girl was behind the mask earlier. Harriet is impressed by Fopling, and Dorimant becomes jealous; however, he still leaves at the appointed time to meet Bellinda.
Amid lots of insinuation, Dorimant and Bellinda talk in his "lodging." She is still jealous of Loveit, and demands that Dorimant swear "you never will see her more," and yet Bellinda can never seem to refuse him. After the gentlemen suspect his tryst, Dorimant admits to it, but he does not reveal the details. Fopling admits at being surprised by Loveit's advances. Young Bellair thinks that his father loves Emilia, thinks that Harriet loves Dorimant, and tells him so even though "without church security, there's no taking up there." The difference between Young Bellair and Dorimant is revealed near the end of the act when Dorimant says, "You wed a woman, I a good estate."