- Nicholas talks about a new initiative of his, a manufacturing association.
- Levin looks at his brother, who's looking sickly and consumptive (consumption was the 19th century term for the fatal lung disease, tuberculosis).
- Levin understands that the business association is a means for Nicholas to feel productive, and feels sorry for him.
- Nicholas continues to talk about his manufacturing association, which will set up a communal earning system in which everyone will bear the burden of the labor, but they will also share all the profits to improve their situations.
- Nicholas is very sensitive about this plan of his, and assumes that Levin and Koznyshev would both be opposed to it because of their "aristocratic views." Levin is surprised at Nicholas's fit of temper, and promises him that he doesn't despise the idea at all.
- Nicholas brings up an article by Koznyshev and denounces his views on justice (which he doesn't describe). He asks Kritsky if he's read the article yet, and Kritsky says no. Kritsky slowly grabs his hat and coat and leaves.
- Masha and Levin discuss Nicholas's health when he and Kritsky step out of the room. Masha has been with him for two years now, and she's seen that his drinking is getting worse and worse.
- When they start eating, Levin sees for himself that Nicholas has become an alcoholic.
- Levin and Nicholas talk. Nicholas attributes his current lifestyle to his failure to receive a key portion of the family estate. Levin invites Nicholas to live with him, but Nicholas refuses, saying that Levin would have to choose between Koznyshev and him.
- Nicholas drunkenly talks about the stupidity of social institutions; Levin feels awkward because he has said similar things himself.
- Levin and Masha put Nicholas to bed completely drunk. Masha promises to write Levin, and to try and convince Nicholas to live in the country with Levin.