Petritsky comes to get Vronsky for a party at the colonel’s, celebrating Serpuhovskoy’s arrival. He is a classmate who is now a general and expecting his own command. Vronsky tells himself that he is happy at having to sacrifice his ambition for love. Vronsky is genuinely glad for his friend’s success and is delighted to see him.

The singers and the band have begun the festivities, and there is plenty of dancing and drinking among the soldiers in attendance. Serpuhovskoy looks just the same to Vronsky except for a distinct air of contentment in success which Vronsky knows well. The two friends greet one another warmly but then get separated as the party progresses. Later they have a quiet moment to talk, and Vronsky discusses ambition with Serpuhovskoy. When his friend admits to being ambitious, Vronsky says that is probably because he has been successful and that he has found contentment in living a life not based solely upon ambition.

They talk about an incident in Vronsky’s career, a mistake he made when he had a chance to be promoted and refused the position, hoping his refusal would enhance his value. The strategic move did not have the desired effect, however, and his ambitions have suffered because of it. Serpuhovskoy says Vronsky cannot be satisfied with that, unlike his brother who is content with whatever he is given; he assures Vronsky that men like him are needed in this world.

Society has enough men who act only for their own expediency and benefit; it is in dire need of principled men who cannot be bought. As Serpuhovskoy talks, Vronsky knows that great things are ahead for his friend, knows how powerful he might become, as he is able not only to see but articulate the needs and wants of the governing world. Vronsky is rather ashamed at the feelings of envy which this conversation arouses in him.

When Vronsky confesses to his classmate that he once had a desire for power but that it is now gone, Serpuhovskoy avers that it may be gone now but he is certain it will return. He offers to be a kind of protector to Vronsky, helping him to rise gradually through the ranks. First, though, Vronsky must give him “carte blanche” and retire from the regiment. As a married man, Serpuhovskoy has some further advice for Vronsky.

Serpuhovskoy tells his friend that he understands all women better since he has married. Women are the most significant stumbling blocks to men’s careers, and the most convenient way to love without any hindrances is marriage. Loving a woman is like always having one’s hands full—and the higher the woman’s standing in society, the worse the burden and restriction are. However, marrying a woman places the burden on one’s back and suddenly one’s hands are again free.

Vronsky thinks of Anna Karenina and tells Serpuhovskoy he has obviously never loved; the young general replies that women are more materialistic and men are more romantic about love. A footman delivers a note to Vronsky from Princess Betsy, and Vronsky blushes profusely before making his excuse to leave. He leaves Serpuhovskoy’s offer of career assistance unanswered.