- Oblonsky is now cheerful.
- Levin is in a terrible mood, which is made worse by the idea that Kitty is ill because Vronsky failed to propose.
- Levin and Oblonsky enter into an extended discussion.
- Levin understands that he's being kind of reactionary, but he still feels that it's wrong that the peasant classes and the nobility are growing closer together. As a nobleman, he's okay with noblemen losing their property due to excessive luxury, because that's what noblemen do. And it's great for peasants to raise themselves up and buy land if that's what they deserve.
- What he dislikes, though, is when noblemen lose money due to innocence (i.e., ignorance), because it's just a waste. He thinks it's ridiculous to see noblemen like himself getting poor because they don't know what's what, while the peasants are educating themselves, buying land and making money. According to Levin, the next generation of noblemen is also getting a bad deal.
- Oblonsky doesn't seem to care. He's more interested in Miss Agatha's herb brandy. For him, alcohol is more crucial than social commentary.
- Levin asks about Vronsky, and Oblonsky points out that he recommended that Levin go head-to-head with Vronsky to fight for Kitty.
- Oblonsky also mentions that Kitty's mother was the real Vronsky fan because Vronsky was an ideal aristocrat and had a future in society.
- Levin gets worked up at the idea of Vronsky being an ideal aristocrat: he dismisses Vronsky's parents as wily and conniving. Levin also suggests that Vronsky's mother had loose morals.
- It becomes clear that Levin's vision of the aristocracy doesn't encompass the hedonist socialites with whom Vronsky associates.
- Levin likes the idea of an aristocracy in which members can point back to three or four honest generations, with high degrees of education, and low degrees of debt. In his opinion, that's better than someone who lives on handouts from connections and is willing to do anything for money.
- Oblonsky's good mood continues even though he knows that he's probably more in Levin's second group than in the first. Oblonsky nonetheless agrees with Levin and enjoys his spirit.
- Levin is in a much better mood after his rant.
- The two men agree to go shooting first thing in the morning.