Relationships and tempers are straining as the day of the first rehearsals arrives. More money than had been appropriated is spent as painters are called into service to paint backgrounds for scenes. In his exuberance, Tom invites neighbors to sit in the audience, a scheme no one has approved.

Fanny's major part in the preparations is to listen to everyone's complaints. Mr. Rushworth cannot remember his lines, so Fanny tries to provide him with measures to improve his memory. Nothing seems to help. Fanny has to continually prompt him. Not one of the actors wants to practice with him.

Tom, who has taken on an assortment of minor characters, is losing his patience and speaks his lines too fast. Some people complain that they have too many lines. Others remark that they have too few. Fanny is kept busy, acting as audience and critic, though she is far too meek to actually criticize any performance. Despite the many chores Fanny performs, Mrs. Norris tells her she cannot afford to sit around and do nothing. If everyone did as little as Fanny, Mrs. Norris states, nothing would get done. Lady Bertram defends Fanny, then asks the girl what the play is about. Fanny does not want to explain it and suggests that Lady Bertram wait until the play is ready so that she can see it for herself.

Later, Mary comes to Fanny's room and says she is too embarrassed to practice a particular scene with Edmund. Fanny has read it and is very nervous about watching Mary and Edmund perform it. In the scene, Mary's character admits her love for the man that Edmund plays. Mary begins reading her lines when there is another knock on Mary's door. It is Edmund, who has come to also ask for Fanny's help. Fanny's spirits sink.

Mary tells Fanny and Edmund that she had peeked in on another practiced scene, one between Maria and Henry. She had seen the two of them embrace, and so had Mr. Rushworth. Mary had tried to explain that it was all acting, though she was not sure that it was.

That evening as the time for rehearsals draws near, the cast is told that Mrs. Grant will not be able to attend. Her husband is sick and she must stay with him. So Fanny is encouraged, against her will, to read Mrs. Grant's lines. As they are ready to start, there are footsteps in the hallway. Sir Thomas has returned.