- The next morning, Willoughby stops by to check on Marianne. Everyone's all in a tizzy about him – the Dashwood ladies, mom included, are quite taken with him. He's also impressed by his new acquaintances, especially Marianne.
- Elinor, we learn, is very pretty, but Marianne is beautiful. Willoughby is obviously into her.
- Marianne and her suitor immediately discover that they've got an awful lot in common – they like the same music and books, and by the time he leaves, it's like they're old friends already.
- Elinor affectionately hassles her sister about her conversation with Willoughby; now that they've talked about all of Marianne's favorite things, what else can they possibly have to talk about?
- Marianne replies hotly, saying that she was just being open and up front, instead of beating about the bush like a prim, proper young lady. Their mother intervenes and diffuses the tension between sisters.
- Over the next several days, Willoughby and Marianne become pretty tight. He comes to visit every day, and it's obvious that the pair are made for each other.
- Mrs. Dashwood is also charmed by this new friend, and even critical Elinor can't find anything wrong with him (except that maybe he's a bit too much like impulsive Marianne herself).
- To Marianne and Mrs. Dashwood, Willoughby is absolutely the perfect man. In Mrs. Dashwood's eyes, Elinor and Marianne are practically married off already, to Edward Ferrars and Willoughby, respectively.
- Elinor, however, notices that poor Colonel Brandon really does have feelings for Marianne – feelings that Marianne definitely doesn't return. Even sadder is the fact that he can't possibly compete with the younger, more charismatic Willoughby.
- To make things worse, Willoughby and Marianne actually take pleasure in making fun of the Colonel, whom they consider to be old and boring. Elinor comes to the Colonel's defense, but Willoughby and Marianne will have none of it. Despite her claims that Colonel Brandon is practical, wise, and experienced, Willoughby insists on disliking him.