Mrs. Fainall and Mirabell watch Marwood and Fainall take another path in the park. Mrs. Fainall remarks that while she “only hated” Fainall, she could still bear to see him. But now that she “despise[s]” him, she can’t stand the very sight of him. Mirabell lightly suggests that she hate “with prudence.”
Mrs. Fainall agrees, admitting she loved with “indiscretion.” Mirabell suggests a formula of sorts for hating her husband: she should only feel as much disgust for her husband as it takes to appreciate her lover. Mrs. Fainall reminds Mirabell that he is the reason why she loved “without bounds.” She asks him why he would set a limit on the “aversion” he has for her husband when Mirabell himself is the cause for her “aversion.” She concludes by asking him why he “made her” marry Fainall.
Yet things get complicated as it becomes clear that Mirabell and Mrs. Fainall used to be lovers and that Mrs. Fainall still loves Mirabell. One the one hand, this is an example of unrequited love leading to friendship and loyalty as opposed to Marwood and Wishfort’s hatred. At the same time, there is a sense that Mirabell’s advice about moderation is unfair given that he is the only one with moderate feelings.
Mirabell tells her that marrying Fainall was a means of saving her reputation. He reminds her that if she had gotten pregnant while they were still carrying on their affair back when she was a widow, she would never have found a father for her child and a man willing to marry a pregnant widow.
For his part, Mirabell seems to have always liked Mrs. Fainall but never loved her—he never thought of marrying her. His plan to set her up with Fainall to protect her honor both reveals his concern for her and reveals how unfair society at the time was for women. Mrs. Fainall wasn’t having an affair when she was with Mirabell. She was a widow! She wasn’t doing anything wrong, and yet she was forced into a bad situation to protect her “honor.”
Mirabell adds that he selected Fainall as a husband for her because he fit a certain type. Mirabell wanted someone who seemed good, but in reality was not. Mirabell didn’t want to “sacrifice[e]” a better man but also didn’t want someone who was known for having a bad reputation to marry his old lover. He concludes by reminding her that she knows the “remedy” when she is “weary” of him.
Mirabell’s complicated thought-process here reveals his talent for elaborate plans. And that he wanted to protect Mrs. Fainall’s honor does him some credit. The “remedy” is further evidence of Mirabell’s planning skill and will become important at the end of the play.
Mrs. Fainall is not satisfied with this explanation and reproaches Mirabell, telling him that she “ought to stand in some degree of credit with him.” Mirabell agrees, proving that he trusts her and needs her help by telling her that he will share his whole plan to marry Millamant and secure her fortune. He admits that in doing so, she has the power to advance or expose his scheme.
Mrs. Fainall recognizes, though, that Mirabell’s planning rather coldly deposited her into a loveless marriage. Yet in contrast to the recriminations and lies between Fainall and Marwood, Mirabell responds to Mrs. Fainall’s frustration by showing her how much he trusts and needs her: he makes her his full confidant in his plans and trusts she won’t betray him.
Mrs. Fainall is intrigued and asks him whom he has chosen to play the role of his uncle, Sir Rowland, the same relation that Witwoud described as estranged from Mirabell. Mirabell reveals that Waitwell, his servant, will play the role. Mrs. Fainall suggests that he get Waitwell to persuade Foible to also help with the plot, at which point Mirabell informs her that he has already won over Foible by having the two servants marry each other in a secret ceremony that took place that very morning.
The mention of Mirabell’s “fake uncle” suddenly reveals that the “uncle” mentioned back in the chocolate house was part of Mirabell’s plan! In fact, it makes clear, that the entire scene in the chocolate house, in which things looked bad for Mirabell, was part of his plan! In this way, the play is similar to a heist film such as Ocean’s Eleven. The entire play becomes a kind of play-within-a-play, as characters who think they are acting in their own interests are in fact already caught up in Mirabell’s scheme and even the audience isn’t as fully aware of what is going on as Mirabell is.
Mirabell explains that he decided to have the servants get married because he feared that Waitwell might try to betray him. Mirabell worried that Wishfort might try to marry his “uncle” in order to cut him, Mirabell, off from his supposed inheritance. Waitwell could then double-cross him by going through with the marriage to Wishfort in order to gain access to her wealth. But with Waitwell already married to Foible a marriage to Wishfort would be invalid.
Waitwell and Foible were the mysterious married couple Mirabell was waiting to hear news of. Mirabell has thought of almost every angle from which someone might try to ruin his plan. He uses his knowledge of people’s weaknesses and personalities to design his plan and devise counter-measures, marks of a great mastermind. Note his awareness of the lure of money and how here he uses marriage to stop Waitwell from being swayed by it (but also, then, how marriage keeps Waitwell from jumping into the upper class).
Mrs. Fainall checks whether he would release her mother from the marriage by producing Waitwell’s marriage certificate to Foible, if Wishfort proceeded to marry Sir Rowland/Waitwell.
Mrs. Fainall, though a good schemer herself and willing to help Mirabell, is not going to do so at the expense of her mother’s reputation. Mrs. Fainall is a caring and dutiful daughter.
Mirabell adds that Wishfort would have to consent to his marriage to Millamant and release Millamant’s fortune before he would produce the certificate. Mrs. Fainall, evidently in approval of the plan, informs Mirabell that her mother spoke just last night of marrying Millamant to Mirabell’s uncle. Mirabell responds that this, too, is part of his plan. Foible suggested the idea to Wishfort, under his instruction.
In addition to Foible, Mrs. Fainall is Mirabell’s eyes and ears at the cabal night meetings. Mirabell knows that the key to victory is ample support. Fainall, who only has Marwood’s help and doesn’t even really trust her, is at a significant disadvantage in this respect.
Mrs. Fainall thinks Mirabell’s plan looks promising because her mother “will do anything to get a husband.” Mirabell agrees, joking that Wishfort would marry “anything” resembling a man even though he were nothing more than “what a butler could pinch out of a napkin.”
Lady Wishfort is established as hypocritical and ridiculous. Her man-hating cabal is founded entirely on resentment and despair about her own singleness. Of course, this leaves her open to Mirabell’s manipulation.