Lucy has informed Philip that Tom wants to regain ownership of the family mill. Knowing that this was Mr. Tulliver’s dying wish, Philip believes his efforts in returning the mill to Tom and Maggie will win him favor with the brother and sister. So Philip devises a plan.

First Philip invites his father to his painting studio. First Mr. Wakem looks at the many landscape pictures, commenting on the quality of his son’s art. Then in a far corner Mr. Wakem notices two portraits. One is a small drawing of a young girl. The other is a much larger piece of a young woman. He asks his son who the models are. Philip explains they are the same person, Maggie Tulliver.

Mr. Wakem’s face reddens as he turns to face his won. He wants to know if this means Philip has developed an acquaintance with Maggie. Philip admits that he has, and he adds that he saw a great deal of Maggie before Mr. Tulliver’s death. He also confesses that he loves her and shall love no other woman. He explains that Tom, Maggie’s brother, had insisted that they no longer see each other until just recently. However, even though Tom has allowed their friendship to continue, Philip does not see any future for them to be married, mostly because of what he has perceived to be his father’s disapproval.

Mr. Wakem’s first response is to berate Philip for his ingratitude for all the “indulgences” Philip has received all these years by falling for the daughter of his enemy. Philip counters by telling his father that he had thought his father had indulged him out of love, not from a desire for Philip to make repayment by sacrificing his chances of happiness.

Mr. Wakem reminds Philip how abusive Mr. Tulliver had been toward him. He adds that Tom, though more of a gentleman than his father, is not much better. He then relents a little. He states that Philip is old enough to make up his mind, though if he marries Maggie, he and Philip would have to go their separate ways. Philip points out that if his father refuses to have anything to do with him should he marry Maggie, he would have no way to make a living and provide for her. Philip tells his father that he has a power over him that other fathers do not have over their sons because Philip is physically incapable of being a man of business like other young men of his age. Philip is thus dependent on his father and requires his father’s approval. Philip then says that though Mr. Tulliver and his son have been mean to his father, Maggie has never been involved in any of that type of behavior. Philip also challenges his father to ask anyone in St. Ogg’s about Maggie. Everyone thinks very highly of her, Philip tells his father.

It takes a while for Mr. Wakem to sort through his reactions, but eventually he returns to Philip and talks to him in a more mellow tone. He has recalled memories of Philip’s mother and remembers what it was like to be in love. Noticing his father soften, Philip opens up about his strong feelings for Maggie. He then adds that Maggie and her brother would truly appreciate having the mill returned to them. To Philips’s surprise, Mr. Wakem confesses that he no longer cares about the mill. He has had enough of it and is willing to let someone take it off his hands.