Now, a brief history of Ellen Olenska's life is offered. Olenska had been considered a pretty child, born to parents who had been dubbed "continental wanderers." They had died while Ellen was still a baby. Afterward, Ellen was taken in by her aunt, Medora Manson, who was also a wanderer.

Medora was a woman cursed in marriage. She was widowed at least three times and after each, became poorer. Most people felt sorry for little Ellen when they learned that Medora was her sponsor. Medora was very eccentric and disliked to participate in any of the acceptable social practices. For instance, she wore the wrong clothes while in mourning and dressed Ellen in bright colors. Ellen was thus considered a peculiar child, but people were most often willing to forgive her indiscretions as she was not at fault; she just had not been properly raised. People considered Ellen a precocious child and were shocked when they learned that she had studied dance and had been schooled in drawing, using live models.

When Medora's next husband died, Medora took Ellen to Europe. The people in New York later heard that Ellen had married a Polish nobleman of legendary fame, both for his womanizing and his money. Later when news came that Medora had lost yet another husband and was even more impoverished, people were surprised that Ellen did not come to her former benefactor's assistance. It was then when gossip began about Ellen's own marriage and the shocking notion that she had left her husband.

Archer thinks about Olenska's background as he watches her at the van der Luyden's dinner party. Ellen Olenska arrives later than was socially fashionable. Though people had talked about Countess Olenska's fading beauty, Archer could not agree. She had a grave mouth but her eyes looked as if they were always smiling. She was thin and looked a little older than her thirty years, but she maintained a special kind of beauty. It was contained in the way she carried herself, in her simple manner and her quiet voice.

After dinner, the countess sits talking first with the Duke of St. Austreym and after him, Mr. Urban Dagonet, a very distinguished man. However, after twenty minutes or so, Countess Olenska rises, crosses the room, and sits on the sofa next to Archer. Though she does not know it, the countess has rebuked the accepted mode of conduct: no woman should leave a conversation with a man. Rather it was the man's duty to end the conversation.

After the countess sits down, she asks Asher questions about May. One of the most pertinent is if he really loves her. Newland replies that he is as much in love as a man could be. To this, Olenska wants to know if he thinks there is a limit to how much a man could love. Archer responds with: "If there is, I haven't found it!" The countess finds this very romantic.

After they talked for several minutes, Mr. van der Luyden and Mr. Dagonet interrupt them. Archer takes this as a signal to leave. When he stands, Ellen Olenska suggests that he stop by her house the next day after five; she says this as if they had a prearranged date. Archer agrees to the date before he goes.