Still in the living room, Millamant looks to Mrs. Fainall and asks her for advice: should she marry Mirabell? She admits that she really wants to. Mrs. Fainall agrees that she should. Millamant, however, cannot say the three little words to Mirabell, so she says instead, “I’ll endure you.” Mrs. Fainall tells her to tell him in plain terms how much he means to her. But Millamant does not. She tells him not to kiss her or thank her for the engagement.
Millamant’s fierce independence limits her ability to express tenderness. She still believes that admitting her love to Mirabell, even at her engagement, would be a sign of weakness. Mrs. Fainall, watching this exchange, is probably highly annoyed with Millamant for still playing hard to get.
Mrs. Fainall interrupts the happy couple to tell Mirabell that he has no time to talk or stay with Millamant. Her mother is coming and will be enraged if she sees him in the house. She also reveals that things seem to be going well between Sir Rowland and Wishfort. She urges Mirabell to slip out the back and wait for news from Foible. He departs.
Ever protective of Mirabell’s safety and happiness, Mrs. Fainall keeps Mirabell up to speed about the goings on in the rest of the house, an important task because it keeps Mirabell focused and determined to achieve his goal of changing Wishfort’s mind. It also brings the audience back to the realization that even as the marriage between Mirabell and Millamant is taking shape, Marwood and Fainall’s plot to thwart Mirabell’s plot is ongoing.