In Lady Wishfort’s home, Lady Wishfort commands her servant, Peg, insulting her for being slow. Mrs. Marwood arrives and reports that Foible was seen speaking with Mirabell. Marwood hides in a closet, and Peg leaves. Lady Wishfort panics, but Foible arrives and says Mirabell only stopped her to insult Lady Wishfort, specifically Lady Wishfort’s age. Lady Wishfort plots to destroy Mirabell’s credit, but she is also excited to meet Sir Rowland, who Foible says loved Lady Wishfort’s pictures. Foible jokes that they need to use makeup to make Lady Wishfort look like her portraits, and Lady Wishfort debates how demure she should appear with Rowland. Lady Wishfort leaves, and Mrs. Fainall enters to warn Foible about Mirabell. Foible and Mrs. Fainall worry about Marwood, who enters after they leave. Marwood rejects her attraction to Mirabell. Lady Wishfort enters, but she leaves when Foible announces the arrival of Witwoud and Petulant. Millamant and Mincing enter, and Marwood tells Millamant that the town knows about Mirabell’s plan. Millamant is not concerned and laughs at Marwood, insulting her age and demanding a song. The song details how satisfying it is to make someone fall in love when others have failed.