Medley talks to Emilia at Lady Townley’s house. Medley’s nonchalant attitude irks Emilia. When Belinda enters, she seems sad about the way Dorimant is treating Mrs. Loveit. Emilia is determined to judge Dorimant for herself, rather than condemn him based on gossip. Everyone seems to have an opinion on Dorimant. People claim that he is witty, while others say that he is principled. Belinda claims that he is “strangely ill-natured” (3.2.26). Medley condemns the severity of such a comment. Lady Townley insists that she only knows Dorimant as a friend, rather than a lover, and that she finds him to be pleasant enough.

Discussion turns to Mrs. Loveit, with the characters agreeing that she does not really know Sir Fopling, in spite of Dorimant’s accusation. The one time she did meet him, she found him to be quite irritating.

Dorimant enters. Belinda is encouraged to talk to Dorimant. Eventually, she tells Dorimant that he has forced her to hate him. Dorimant pretends to be shocked, claiming that he was only doing as she commanded him to do. She should remember their plans, as they have arranged to meet early the following morning. Belinda is hesitant to agree to this meeting but she eventually accepts the invitation. They will meet at 5 am.

Dorimant asks Belinda about Mrs. Loveit, whom Belinda says is plotting against Dorimant now that she is over her initial anger. Dorimant suggests to Belinda that she should invite Mrs. Loveit to meet him, whereupon he will arrange for Sir Fopling to be present. Despite her reluctance and sadness, Belinda cannot say no to Dorimant.

Emila criticizes Dorimant but he laughs dismissively, claiming that it is women who are responsible for such frivolous romantic games.

When Belinda leaves, Lady Townley enters. Dorimant praises Lady Townley for her popularity, since her home is “the common refuge of all the young idle / people” (3.2.115-116), prompting Emilia to wonder whether Lady Townley actually likes to entertain. Lady Townley responds that wit and taste are essential qualities to possess. Emilia finds that she becomes annoyed with many people after meeting them several times.

Sir Fopling Flutter enters. The characters are pleased to see “the freshest fool in town” (3.2.128). They tease Sir Fopling, who enters with an outlandish and exaggerated desire to please and charm everyone. His obsequious words lead him to Lady Townley, who tells him that he should not ignore the beautiful young Emilia. Fopling turns his praises on Emilia, while also drawing Medley’s attention to his garish new coach.

As the characters praise Sir Fopling’s expensive new outfit, he encourages their compliments, directing their attention to his various items of clothing which are “originals of the most famous / hands in Paris” (3.2.202-203). As he reflects on his desire to find a new woman, Dorimant suggests to him that Mrs. Loveit is a big admirer. This confuses Fopling, who was convinced that Mrs. Loveit had no interest in him. Dorimant assures Fopling that Mrs. Loveit is very much attracted to him. He suggests that Fopling should arrange to meet her in the park. Fopling agrees, then exits.

After Fopling’s departure, the characters talk about him. Medley arranges to meet Dorimant at the Mall; Dorimant invites the women to join them, but the women say that they have business elsewhere. They remain behind, waiting for Old Bellair.

To escape her mother, Young Bellair and Harriet take a stroll along the Mall (a ceremonial avenue running between Buckingham Palace and Trafalgar Square). Young Bellair asks Harriet about Dorimant. She responds that Dorimant seems agreeable to her, even if her mother believes that any woman who meets Dorimant immediately has her reputation “undone” (3.3.17).

Dorimant arrives and approaches the couple. He asks Bellair whether Harriet is the woman Old Bellair has arranged for his son to marry, which Young Bellair confirms. Dorimant praises Harriet as beautiful; she is pleased, but affects an air of nonchalance. When he asks her about her taste in the theater, she claims that their tastes seem to diverge. She prefers public and limited shows, while he prefers something masked and private. As they flirt and joke, Harriet denies Dorimant’s suggestion that she craves male attention. Instead, she claims that it is Dorimant who begs for attention and she performs a brief, humorous impression of the “gentle slowness” (3.3.102) with which he bows.

Lady Woodvill appears, suggesting to Harriet to leave with her. She does not want Harriet to be seen with the notorious Dorimant, whom she has heard is nearby. Since she has never met Dorimant, she does not recognize him when he is standing beside Harriet. They begin to leave, at which point Sir Fopling arrives with his large entourage. Dorimant, annoyed that Harriet has slipped away, is at least pleased to discover that she is so attractive. This infatuation “must not settle” (3.3.129) in his soul, he tells himself.

Medley enters with news that he has seen Mrs. Loveit and Belinda nearby. Amused, Dorimant looks forward to seeing her speaking with Fopling. He makes plans to annoy her before the meeting, approaching her to “provoke her with a deal of dumb civility” (3.3.170).

Mrs. Loveit enters with Belinda and Pert, who is pleased that Mrs. Loveit seems to have ignored Dorimant. Mrs. Loveit insists that she is no longer interested in Dorimant. She plans to be seen with Fopling, hoping that this will make Dorimant jealous. Belinda worries that the plan might work and “make him fond of [Mrs. Loveit] again” (3.3.196-197), thereby losing interest in her. She plans to intervene.

Fopling enters, greeting Mrs. Loveit warmly. They share a conversation about the local people while Medley and Dorimant watch them from afar. Medley suggests that Mrs. Loveit really seems interested in Fopling, prompting Dorimant to suspect that a counterplot is afoot. As Mrs. Loveit and Fopling get along well, Dorimant grows increasingly jealous. He tries to hide his jealousy from Belinda, who accepts that he does not seem jealous. Meanwhile, Fopling, Pert, Belinda, and Mrs. Loveit leave, agreeing “to be malicious on all / the ill-fashioned things [they] meet” (3.3.298-299).

Dorimant is angry, which amuses Medley. Dorimant insists that Mrs. Loveit really hates Fopling and that she is just trying to make him angry; he is determined to reveal this to everyone. A footman brings news from Young Bellair, asking them to visit. Lady Woodvill, he writes, has never met Dorimant, so he should pretend to be someone named “Mr. Courtage,” who has a reputation for flirting with older women. Pleased, Dorimant jokes that this must be Harriet’s “contrivance” (3.3.335).