Marwood leaves Foible and Wishfort to entertain the guests but finds, not Witwoud and Petulant, but rather a very angry Millamant and her servant Mincing. Millamant greets Marwood and complains that Petulant upset her so much by contradicting everything she said that she broke her fan. If only one could change acquaintances like one changes clothes, Millamant muses, life would be better. Marwood responds that then fools could occasionally be worn as accessories. She then adds that she thinks that Millamant surrounds herself with fools to hide her affair with a “lover of sense,” Mirabell, and that Millamant should go “barefaced” by revealing to the town what they already suspect: that she has cultivated relationships with Petulant and Witwoud to disguise her true feelings.
When she isn’t enjoying the company of her fools, Millamant is usually complaining about them. Here Marwood calls Millamant out on her inconstant attitude toward Mirabell and reveals that she knows that Millamant is actually afraid of showing the town that she cares about Mirabell. The women have this discussion almost entirely in metaphor, so Marwood is not only schooling Millamant about how to behave toward men, she’s proving that she’s more than capable of taking up Millamant’s fancy way of talking, while chastising her.
Millamant is annoyed with Marwood’s honesty and tells her so. She tells Mincing to invite Witwoud and Petulant up because she would rather be in their company than lectured by Marwood.
Millamant realizes that she in danger of losing the argument so to prove her belief in the philosophy that fools provide good company she invites the men upstairs.