- Lily has seen Rosedale a few times since her talk with Mrs. Fisher, and it's clear to her that he "admires" her more than ever.
- While visiting Mrs. Fisher at the Brys' house, Lily bumps into Simon Rosedale again. She observes him with the hostess's daughter and, at seeing him play the paternal role, realizes that he's a kind man.
- Lily soon realizes that she and Rosedale are Mrs. Fisher's only guests, and that this was match-making on Mrs. Fisher's part.
- Recently, Mrs. Fisher made it clear to Lily that Mrs. Dorset befriended Mrs. Gormer in order to screw over Lily. In her mind, this means that Bertha is still afraid of Lily, and the only way to stop being enemies with Bertha is to marry someone else (so that Bertha stops worrying about Lily stealing her husband).
- With this in mind, Lily asks Rosedale to take a walk with her.
- It's November and, as Lily strolls about with Rosedale, she's reminded of the walk she once took with Selden at Bellomont.
- But she pushes that thought out of her mind. She needs to marry Rosedale so that she'll have the money and power to beat Bertha, once and for all, in the social game.
- So, she blurts out, "I'm ready to marry you whenever you wish."
- Rosedale says that, since she turned down his first proposal, he had given up hope of marrying her.
- Lily is all, "OK, well, nice knowing you," and gets ready to part ways.
- But Rosedale doesn't want that, either. He wants to hang out with her, just not marry her.
- Lily says that's impossible.
- So Rosedale gets down to business. He's in love with her, he says, even more so than when he first proposed. But the situation has changed since then. He needs a wife who can get/keep him on terms with society's elite, and Lily is no longer in a position to do that for him.
- He offers a solution: make up with Bertha Dorset, and he will marry her.
- Lily doesn't even want to talk about this, but then Rosedale says that she ought to use those letters she bought from the charwoman.
- Lily is shocked to hear that he knows about that, but Rosedale reminds her that he owns the Benedick and is aware of everything that goes on.
- Lily takes the high and mighty moral road, implying that she would never do anything so base. This angers Rosedale, who assumes that her decision is based on Selden's involvement in the letters and her fear of tarnishing his name.
- The two of them they part ways.