Act III opens in the garden outside of the Rectory where Reverend Gardner is the clergyman. Frank is there reading a newspaper, when his father comes out looking red-eyed. Frank says his father is getting up at an unusual hour for a pastor. Reverend Gardner tells Frank not to mock him, then asks where Mrs. Gardner is. Frank tells him that she went to town, but left him several messages. Reverend Gardner says that their guests will find it odd that she left, but Frank counters that she may have left because of their guests.
Reverend Gardner presents himself as an example of upstanding virtue and good living, but Frank cannot respect his father because he sees his hypocrisy. Frank feels, correctly, that he is a much better judge of the people in the world. He understands that his mother left because his father has invited people into their home who she considers to be unrespectable.
Frank says that, although his mother and Praed got along very well, Reverend Gardner and Crofts sat up late drinking and telling shocking stories from their youths. Defending himself, Reverend Gardner says he must talk to Crofts about something and Crofts talks only about one thing. Frank guesses that his father remembers little from the night before, but reports that Crofts is not hung over at all. Reverend Gardner is shocked to learn from Frank that he told Crofts to invite the Warrens over, and that it was after hearing about this invitation that Mrs. Gardner took the train to town.
Because Crofts is wealthy and has a title, Reverend Gardner let himself drink and tell salacious stories with him. The Reverend let go of all his ideas about what constitutes appropriate behavior for a middle-aged pastor, deciding that anything he did to please Crofts was justified. And, since Reverend Gardner does not really believe what he usually preaches, he easily exposed his true self when drunk. He would never have invited a woman like Mrs. Warren to his house had he been sober, and he is now left wondering how much his wife knows about Mrs. Warren.
Praed enters the garden. Reverend Gardner excuses himself to work on a sermon. After he is gone, Praed remarks how interesting it must be to write a sermon every week. Dismissively, Frank says that his father buys his sermons. Praed tells Frank that he ought to treat his father with more respect, but Frank counters that it is impossible to treat those you live with and understand with respect, especially a pompous and aggressive man like his father.
Just as Praed says he knows nothing about Mrs. Warren’s business even after many years as her friend, he acts as though he does not understand that Reverend Gardner is not serious about his career as a clergyman after seeing him drink and tell bawdy stories the night before. When Praed chides Frank to show his father more respect, he may actually be asking Frank to pretend along with him that they still believe in the fiction of Reverend Gardner as an admirable moral example. Praed finds it uncomfortable to acknowledge the social issues around him, and so he tries to convince his friends not to talk about them.
Frank continues, saying that his father must have been terribly drunk to tell Crofts to bring the Warrens over, and that Mrs. Gardner’s sudden decision to go to town indicates that she knows something about what kind of woman Mrs. Warren is. Frank says his mother has stuck by women who have gotten into trouble (i.e., gotten pregnant out of wedlock), but only respectable women. Mrs. Warren, he says, is not the kind of woman his mother would associate with.
Frank sees his mother as open-minded because she does not shun women who have sex out of wedlock. Although Frank doesn’t know Mrs. Warren’s profession, he can tell that she is not respectable and that there is no way his mother would tolerate being around her. This may be partially because Mrs. Warren does not have the manners and sense of what is proper that are required to pass among respectable people.
Reverend Gardner rushes out of the house in a panic to say that he sees Mrs. Warren, Vivie, and Crofts approaching. He asks Frank what he should tell them about where Mrs. Gardner is. Frank says to say anything but the truth, and suggests saying that she had to go to see a sick relative. Reverend Gardner asks how they will get rid of them after, but Frank says there is no time to think that through now. Reverend Gardner rushes off to follow Frank’s orders.
The Gardners are worried that Mrs. Warren will realize that Mrs. Gardner left home to avoid hosting a woman like her. In fact, Frank believes this is exactly why his mother left that morning. This kind of ostracization of women who were “not-nice” was common among members of the middle class who prided themselves on their respectability.
Frank says to Praed that they must get rid of Mrs. Warren somehow. He sees Vivie and her mother approach. Vivie has her hand around her mother’s waist, and Frank says it disgusts him to see her touching such a “wicked old devil.”
Frank agrees with his mother’s decision to avoid Mrs. Warren as an unrespectable woman. Although Frank flirts with Mrs. Warren in her presence, behind her back, he looks down on her and sees her as unfit company for women he cares for, like Vivie.
Mrs. Warren and Vivie enter the garden. Frank tells Mrs. Warren that the quiet rectory garden suits her, and she is charmed. Frank says everyone should go see the church, and Crofts, Mrs. Warren, and Praed leave with Reverend Gardner to do so. Reverend Gardner insists that they go in through the church’s back entrance.
Frank is being sarcastic when he says the garden suits Mrs. Warren. He means that she sticks out like a sore thumb in this space meant for respectable people of his class. Reverend Gardner is also concerned that he will be seen by one of his congregants with a person of Mrs. Warren’s social status.
Vivie stays behind and tells Frank that she knew he was mocking her mother when he said the garden suited her, and that she won’t tolerate that in the future. Frank asks in surprise what happened overnight to make Vivie sentimental about her mother, when before they were in agreement. Vivie says she didn’t know her mother the night before, but now she understands her as Frank does not. Frank says he understands her mother better than Vivie does because thoroughly immoral people like himself and Mrs. Warren can spot one another. Vivie says Frank doesn’t understand her mother’s circumstances, but Frank counters that there is no way Vivie will be able to stand her mother.
While Vivie has gained an understanding of her mother’s struggle to escape poverty and exploitation and finds her story sympathetic, Frank points out that Vivie will still find her mother’s manners unappealingly crass and embarrassing to a member of their class. Frank thinks that Vivie should keep her mother at a distance. To his mind, Reverend Gardner can seem like a buffoon, but at least he knows how a respectable man of his class is supposed to behave. Mrs. Warren’s manners, on the other hand, make her unfit to be a companion for a respectable woman like Vivie.
Vivie is angry. Frank says that it revolted him when Vivie put her hand around Mrs. Warren’s waist. Vivie asks if Frank wants her to choose between himself and her mother. Frank says he will stick by her no matter what, but that’s why he doesn’t want her to make mistakes. Vivie’s confidence is shaken. Sitting down on a bench, she asks if the world is supposed to ostracize her mother. Frank sits down next to her and seductively says that Vivie shouldn’t go to live with her mother, because it will ruin their little group: the two babes in the wood. Vivie gets carried away by his sweet talk and they rock in one another’s arms, until Vivie comes to herself and says they are acting like fools.
For all her toughness and independence, Vivie has been carried away by the experience of feeling love and closeness to her mother for the first time. Frank bursts this bubble, because Vivie realizes that he is right: she is turned off by her mother’s vulgarity and the way it identifies her as someone “unrespectable.” At this vulnerable moment, when Vivie’s first feeling of love for her absent mother has been compromised, Vivie is particularly carried away by Frank’s seductive charm.
Frank sees Crofts approaching and, swearing, moves away from Vivie. Crofts asks to speak to Vivie alone. Frank leaves, but tells Vivie to ring a bell in the garden if she needs him. Crofts assumes a familiar tone with Vivie, saying that Frank is a pleasant fellow and it’s a pity he has no money and no profession. Vivie hardly conceals her contempt for Crofts, but he doesn’t understand her attitude towards him. When she is sarcastic he takes her seriously, and when she is disdainful he thinks she is being strong-willed and plucky.
Crofts believes that money is all-powerful. He brings up the fact that Frank doesn’t have money, because he assumes that this will be damning in Vivie’s eyes. In one way he is right: Vivie is not seriously interested in marrying Frank because Frank is not serious about having a career and purpose in life. But Vivie nevertheless finds Crofts repulsive, despite his money, and she treats him with barely concealed hostility. This is such an uncommon experience for the rich aristocrat that he doesn’t comprehend Vivie’s attitude.
Crofts sits down on the bench next to Vivie. He tells her that he knows he may not be attractive to a young woman, but he is straightforward and pays money for the things he values. He says he knows he has faults, but he lives by a simple code. He is rich because he hasn’t wasted his money and makes investments in ways other men have overlooked. Vivie thanks him for sharing all this with her. Crofts says Vivie must know he means he hopes to marry. Vivie says she does not want to be his wife and stands. Crofts is undiscouraged. He says there is no hurry, but he wanted her to know he was interested, so she wouldn’t get engaged to Frank first. Vivie says her no is final. With a crafty look, Crofts says he will die before she does and leave her rich. Vivie says this does not tempt her.
Crofts is unabashed in his belief he can buy anything, or anyone. His brief, superficial mention of his values makes it even clearer that he thinks money and social position are the only thing that matters. He doesn’t even bother to pretend that he has anything else to offer, or try to tell Vivie what he likes about her. This is straightforward: he is sexually attracted to her and wants to buy her hand in marriage. He thinks there is no way Vivie would be interested in Frank once she knows that Crofts wants to marry her, especially since he will eventually die and leave her a rich widow.
Crofts says that there are things he could tell her that would change her mind, but he won’t. He says that he was a great friend to her mother and advanced her the money she needed to get started in business. Vivie is startled, and asks if he was her mother’s partner. He says he was, and that this is another reason why Vivie should marry him: to save her mother having to explain her business to anyone. Vivie says her mother won’t have to explain this, since she has sold the business. Crofts scoffs at this, asking in amazement who would be crazy enough to sell a business that pays so well. Vivie is shocked and feels faint, putting a hand on the garden’s sundial to support herself.
Crofts makes two disclosures to Vivie, while also hinting that he could tell her much more. He doesn’t realize that Vivie knows the nature of her mother’s business, so he tells Vivie that he was Mrs. Warren’s original investor: the investment opportunity that he seized but others have overlooked is investing in brothels. Vivie also learns that her mother has not ended her business. Mrs. Warren never suggested she had gotten out of her business, but Vivie had assumed that this was the case. But Crofts is right: to have a brothel owner for a mother would certainly count against Vivie with any potential husband who considers himself respectable.
Vivie sits down and asks which business Crofts is talking about. Crofts says it’s not considered a very respectable business. He tells Vivie that her mother runs a set of comfortable private hotels throughout Europe. He says Mrs. Warren has a genius for managing the hotels and would never be associated with anything improper, but that they cannot mention their business to anyone, because people would think that they run a chain of bars. Vivie asks if this is the business Crofts asks her to join, but he says his wife will have nothing to do with it: Vivie will be no more involved in the business than she always has been, living on the money that it earned.
Crofts easily comes up with a plausible lie: it is true that owning bars would have been viewed unfavorably among members of his class. He also inadvertently forces Vivie to realize that his offer to support her with money earned in brothels is no different from her life so far. She has always lived on money earned through the sale of sex. If Vivie marries him, she will just be selling her own body too, in order to get more direct access to the same money.
Vivie stands up, enraged, and tells Crofts that her mother told her the true nature of her business. Crofts swears in anger, then collects himself. He acts sympathetically towards Vivie, saying he never would scandalized her by telling her about the business if they had married. Vivie says that she will never see him again after today. Crofts asks why she is so angry that he helped Mrs. Warren. Vivie says her mother was a poor woman who had to do what she did, while Crofts was already rich and wanted to be richer.
Crofts sees women of his own class like Vivie as needing protection from the harsh truths of the world, especially the ugly, immoral things that involve people close to them. Vivie’s closeness to her mother was based on the idea that her mother had clawed her way out of poverty against the odds. By the time Crofts invested in Mrs. Warren’s business, she had, most likely, already earned enough money to avoid poverty. Vivie is now being forced to look at the parts of her mother’s story that she would rather ignore and acknowledge that her mother has long since ceased being a victim of exploitation and become an exploiter herself.
Crofts is emboldened to make his case. He says he does exactly what everyone else does; he invests in exploitative businesses and profits from them without being involved in any of the sordid details of management. He lists other members of the aristocracy who also profit from similar businesses, saying that his brother, who is a parliamentary politician, profits from a factory where six hundred girls get paid wages that are not enough to live on, and founded the scholarship that Vivie received at college.
Crofts is unashamed of the source of his wealth, but nevertheless presents a damning picture of the members of his social class. He explains how the exploitation of the very poor often benefits the richest in society, people like his brother, who is in the government and gives money to philanthropic causes, but also pays his female workers so little that they likely also turn to sex work to make ends meet.
Vivie feels guilty for never having asked where the money she received from her mother came from. She says she is just as bad as Crofts. Crofts takes this as a sign of friendliness from her. He says that as long as one doesn’t fly in the face of society or ask inconvenient questions, one can live happily in high society where no one would question where anyone gets their money.
While Vivie feels guilty for her ignorance, Crofts explains that ignorance is something members of the upper class try to preserve. By never talking about where they get their money, the upper class preserves its façade of respectability and morality, while enjoying wealth earned in exploitative industries.
Vivie says she can see that Crofts thinks he is winning her over. Crofts agrees. Vivie bemoans the society that tolerates the way people like him and her mother take advantage of young girls and calls him a “capitalist bully.” Enraged, Crofts curses her. Vivie moves to leave the garden, but Crofts puts a hand on the gate to stop her. Vivie rings the bell and Frank appears with his rifle. He asks Vivie if he should shoot Crofts. Vivie asks if he has been listening, and Frank says he has only been awaiting the bell because he knew what to expect from Crofts. Vivie tells Frank to put the gun away, but Crofts and Frank continue menacing one another.
It is only once Vivie calls Crofts a name that he understands that she is seriously appalled by his immoral view of the world and will not consider marrying him. Vivie explicitly says that she identifies with the women Crofts exploits, and not with Crofts. He is shocked and enraged to be insulted by a young woman, especially the daughter of a prostitute whom he made wealthy.
Crofts says he will go, but he has one final thing to tell Frank and Vivie. He says he wants to introduce Vivie to her half-brother Frank—Vivie is Reverend Gardner’s oldest daughter and thus Frank’s half-sister. Crofts leaves. Frank raises the gun again to aim at Crofts, but Vivie grabs it and says he can fire at her breast. The gun falls on the ground, and Frank sits down in shock, saying the gun could have gone off. Vivie says the pain of being shot would be a relief to her. Frank says it doesn’t matter whether Crofts told the truth: they are still two babes in the woods.
In the previous scenes, Crofts claimed not to know who Vivie’s father was, wondering if he himself is the father. It is left ambiguous here whether he is telling the truth: did Mrs. Warren confess the secret to him during some moment off-stage? Or, is he just lashing out at Vivie and trying to spoil her romance with Frank? The play leaves this question unanswered, leaving the audience and Vivie without any sense of who is her brother, her father, or her lover.
Vivie is revolted and turns to leave. Frank asks where she is going. She yells to him that she is going to Honoria’s chambers in Chancery Lane and leaves. Frank runs after her.
When Vivie runs away to Honoria’s, she is not only avoiding Frank and the news that he may be her brother. She is also reacting to her new knowledge that her mother still works as a brothel owner. Vivie leaves right away, both to avoid another encounter with Mrs. Warren and to immediately set about starting to earn her own living working with Honoria.