In a London taxi, Philip and Elinor reflect on how distant their recent travels feel. They visit Elinor’s father, the painter John Bidlake, and find him ill and depressed. A hypochondriac with a superstitious fear of doctors, he has been avoiding a diagnosis, but Elinor persuades him to seek medical advice. Afterward, in another taxi, Elinor confronts Philip about his emotional distance, asking if he would care if she had an affair. When he responds with a lighthearted joke, she warns that she is not indefinitely exploitable.

Elinor leaves Philip at his club and goes to meet the fascist political leader, Everard Webley. During lunch, Everard boasts of his ambition to seize power and confesses his passionate love for her. He claims that her life with Philip has left her “half dead” (277) and that only he can make her feel fully alive. Although Elinor finds his pronouncements absurd, she is also unnerved and thrilled by his intensity.

At his club, Philip hosts a lunch for his brother-in-law, Walter Bidlake; Maurice Spandrell; and the scientist Denis Illidge. Before the others arrive, Spandrell confirms that Walter’s affair with Lucy Tantamount is serious. During lunch, Illidge marvels at the improbable luck that allowed him, a man of poor origins, to get an education. Spandrell counters that events are not random but part of a pre-destined plan, arguing that his own life was engineered to corrupt him.

Meanwhile, Elinor has tea with Marjorie Carling, Walter’s pregnant former mistress. Elinor explains that Lucy’s appeal lies in her dangerous reputation and bold, “masculine” temperament, which she says is attractive to a timid man like Walter. Later, Elinor returns home and tells Philip that Everard Webley is seriously in love with her, hoping to provoke a reaction. Philip makes a dismissive joke about a “cave man.” Hurt by his indifference, Elinor goes to her room. Philip considers following her but decides against it, returning instead to a book about parasitic sea creatures.

This chapter consists of entries from Philip Quarles’s notebook. He recounts seeing Lucy Tantamount laugh and being struck by how her bright lipstick made her gums appear bloodless, reminding him of crocodiles he saw in India. He plans to use this jarring image in his novel to establish a tone of strangeness. He also elaborates on his theory of the “musicalization of fiction” (293), in which a novel is structured like a piece of contrapuntal music, with multiple plots and characters exploring different variations on a central theme. He muses on putting a novelist character into his book to justify aesthetic discussions and experiments. He reflects on the “novel of ideas” (294), acknowledging its main weakness: Its characters, who must be articulate enough to express complex ideas, are inherently unrealistic. He concludes with a self-critique, noting that his disinterest in money makes him unable to write convincingly about acquisitive characters, which he sees as a significant failing.

Everard Webley, on a political tour in Sheffield, writes a passionate and menacing letter to Elinor, complaining of her coldness and threatening to act on his desires. Shortly after, his subordinate, Hugo Brockle, arrives late for a meeting. Webley uses a display of cold, controlled anger to berate him, believing it is important to frighten his subordinates periodically.

The scene shifts to the studio of the painter Mark Rampion, who is in conversation with Philip. Rampion launches into a critique of all modern political movements, arguing that industrialism is leading civilization to a dehumanized “hell.” He believes the only solution is for individuals to live dualistically: performing their mechanical work while consciously cultivating a full, authentic human life during their leisure time. To illustrate his ideal of this integrated, natural existence, he shows Philip a new painting of a family living in harmony with animals and nature.

Sidney Quarles’s affair with Gladys Helmsley sours. Gladys realizes Sidney is cheap, using the need for secrecy as an excuse to take her to inexpensive restaurants and theaters while delivering moralizing lectures against extravagance. Annoyed, Gladys begins to mock his pretensions. Though this ruins his sense of superiority, his physical desire keeps him returning. Realizing her power, Gladys blackmails him by withholding sex, forcing him to buy her an expensive watch.

At home, Philip and Elinor get into a bitter argument over their son, little Phil, after the boy cries during a reading lesson. Their fight exposes their deep estrangement, and Philip retreats to the garden. Elsewhere, doctors examining John Bidlake’s x-rays diagnose him with stomach cancer. Lady Edward Tantamount later visits the aging painter, who is consumed by terror. He knows his diagnosis but refuses to speak it aloud, clinging to a superstitious belief that naming the evil will make it real. To change the subject, Lady Edward mentions that her daughter, Lucy, has just left for Paris.

The chapter ends with a series of letters from Lucy in Paris to Walter. Flitting between boredom and momentary whims, she describes her trip, mocks a suitor, and shares a grotesque story about a friend’s sexual proclivities. After impulsively inviting Walter to join her on a trip to Madrid, she just as abruptly cancels the plan after he has already agreed to come.