- Maria's outside walking alone after dinner, and the captain watches her from the balcony.
- The baroness comes outside and finds him gazing at Maria.
- She tries to strike up a conversation with him, but his mind is somewhere else.
- She starts chattering about what she wants to get him for a wedding present, where they should go on their honeymoon, etc.
- He finally stops her, saying "It's no use."
- He tries to go on, but the baroness stops him so she can break up with him first.
- She says he might not be the man for her, because she needs someone who needs her (and her money) desperately.
- She says she's going inside to pack and go back to Vienna, where she belongs. She remarks that somewhere out there in the night, there's a woman she suspects will never be a nun...
- The captain looks surprised, as if he's just realizing something.