Lady Wishfort consults with Foible about how to act when Rowland arrives, then Lady Wishfort leaves and tells Foible to introduce Millamant to Wilfull. Mrs. Fainall and Millamant enter, and Foible reports that Mirabell is looking for Millamant. Millamant repeats lines from John Suckling, and Foible says Lady Wishfort wants her to see Wilfull. Millamant sends Mrs. Fainall to see Wilfull and tells Foible to send in Mirabell. Wilfull enters, and Mrs. Fainall leaves and locks the door. Wilfull fumbles his words with Millamant, who asks him to leave. As Wilfull exits, Mirabell enters and proposes to Millamant. Millamant lists her demands in marriage, largely asking to retain her independence, and Mirabell states his demands, including that Millamant not wear masks. They agree, and Mrs. Fainall enters and encourages Millamant to marry Mirabell. Mirabell leaves, and Mrs. Fainall says Wilfull is drunk, Lady Wishfort is getting along with Rowland, and Millamant could still marry Wilfull if Mirabell fails her.

Witwoud and Petulant enter, drunk, and reveal that Petulant and Wilfull fought over Millamant. Petulant confesses his love for Millamant and leaves. Witwoud reveals that Fainall told them to get Wilfull drunk to ruin his chances of marrying Millamant.