Mr. James Harthouse has decided to seduce Louisa. The two begin to have many private conversations, and Mr. Harthouse is amused in a bored sort of way. Even his wickedness lacks energy. He spends much time at the Bounderbys’ country home, an estate that Mr. Bounderby proudly obtained through a foreclosed mortgage, just talking to Louisa and trying to discover more about her.

One of the first things Mr. Harthouse notices is Louisa’s continuing devotion to Tom. Her face lights up at the mere mention of him, and Mr. Harthouse is struck by her beauty. Louisa confides in her new “friend” that Tom has taken to gambling and that she has given him money. She says that she does not regret doing so, but she has sold some “trinkets” to pay her brother’s debts. Yet she is not always able to give him what he wants.

Mr. Harthouse assures Louisa of his interest in the situation and of his sympathy. He also notes that he finds one “great fault” in Tom, and that is the way he treats his sister. Louisa’s eyes fill with tears, and Mr. Harthouse reveals his aspiration to correct Tom in this fault.

In fact, Mr. Harthouse confronts Tom almost immediately. Tom is obviously agitated, “hard up, and bothered out of my life,” he says. Mr. Harthouse scolds him for being inconsiderate to Louisa and for taking money from her. Tom is nearly crying, mindlessly scattering rose petals. He insists that Louisa could get more money for him if she really wanted to. Mr. Harthouse is disgusted by Tom’s attitude but offers his help in return for Tom’s treating Louisa better. Tom, somewhat relieved, apologizes to his sister at dinner, lighting Louisa’s face with a smile that she turns on Mr. Harthouse, much to his pleasure.