It's Election Day, and while Sir Roger Scatcherd wins the respect of the voters, he succumbs to ill health at the hustings. Doctor Thorne does his best to ease the pain of the cantankerous old man, but he senses the end is near. Scatcherd's son, Louis, is called for and he takes an immediate shine to Mary. Doctor Thorne is horrified to learn that Louis has romantic designs on his niece.

Meanwhile, Miss Dunstable urges Frank to follow his heart and stay true to Mary, despite mounting pressure from his family.

While Frank and Mary plan their upcoming nuptials, Lady Arabella determines not to give up without a fight. She manages to persuade Mary that marrying Frank would be a selfish act, and that if she truly loves him she should set him free. Meanwhile, Louis is drinking as much as his father ever did, while struggling with his unpopular position in society and Mary's rejection. A troubled and destructive young man, he takes great pleasure in insulting the Greshams when they invite him for dinner.