Astrov sees Sonya approaching and, as he is not properly dressed, excuses himself. Sonya reproaches her uncle for getting drunk with the doctor and for in general leaving the maintenance of the estate to her alone. Voynitsky grows tearful; apparently he sees his dead sister's look in Sonya's. "If only she knew!" he exclaims, crumbling into incoherent babble.
Once Voynitsky has exited, Sonya calls for Astrov who, humorously enough, emerges wearing his waistcoat and tie. The two chat intimately, Astrov becoming increasingly introspective as the conversation progresses. First he complains that her father is a difficult patient. Then, while explaining why he could not bear to live in her depressing household, he makes a number of observations regarding Yelena. Unspeakably idle, Yelena "only eats, sleeps, goes for walks, and charms everyone of us with her beauty—and nothing more."
Pausing, Astrov then muses on his personal disappointment with life. Notably he invokes the metaphor of the forest at night: Fate lashes his face with its branches as he plods on interminably. Thus his utopian forest takes on a more sinister meaning.
Astrov despises his provincial "boxed-in" lifestyle. The peasants are backward and filthy. The intellectuals are for the most part trivial and superficial; those with brains are "hysterical, absorbed with analysis and introspection." Moreover, Astrov especially resents that they label him "strange".
Having finished his tirade, Astrov moves to take a drink. Sonya stops him as she cannot bear to see such a good man ruin himself and makes him promise to renounce liquor. Astrov begins musing again: his feelings are dead to the world, although he is fascinated by beauty (namely Yelena's), he cannot love. He recalls his dead patient, etc. When Sonya hypothetically asks him what he would do if a friend or sister of hers loved him, he answers that he could not fall in love with her. He then exits.
Alone, Sonya makes a soliloquy, alternately expressing her joy at Astrov's presence and her unhappiness in having been implicitly rejected. Yelena then enters.