Captain Wentworth has come to stay at Kellynch for an extended length of time. He makes frequent trips to Uppercross to visit the Musgroves. Charles Hayter, who is a cousin of the Musgroves and a suitor of Henrietta's, is disturbed to come back from his short trip to find Captain Wentworth so much a favorite of his cousin.
The narrator then gives background on the Hayters. Mrs. Hayter and Mrs. Musgrove are sisters, but their marriages have made a material difference in their "degree of consequence." The Hayters have an "inferior, retired and unpolished" way of living, being not so educated as the Musgroves, but there is little discord between the two amiable families. The Musgroves will not oppose a match between Henrietta and Charles Hayter if it makes her happy, but Mary thinks it a very degrading alliance for her sister-in-law.
Both Musgrove sisters seem to like Captain Wentworth, however, and the family turns to speculating which sister he will choose. Charles Hayter is quite upset at the change in Henrietta's responses toward his advances.
One morning, Captain Wentworth walks into a room while looking for the Miss Musgroves, and finds himself in a room alone with Anne and the invalid little boy. After a few awkward moments, Charles Hayter joins them, increasing the tension. The younger boy, Walter, comes in the room and starts teasing Anne; she cannot get him to disentangle himself from her. Charles Hayter tells the boy to get off his aunt, but he does not listen. Before she knows what is going on, Captain Wentworth has removed the boy from her shoulders. She is so stunned that she is unable to thank him. Later, she is grateful for his assistance, yet ashamed for being so nervous.
Anne's observations make her believe that Captain Wentworth is not in love with either of the Musgrove sisters, but is just accepting and enjoying their attentions. Charles Hayter, feeling slighted by Henrietta, ceases to come to Uppercross after a few days.
In the morning, the Miss Musgroves stop by the cottage to announce that they are going for a long walk. Though it is clear they do not want Mary to join them, she insists on going along. When the gentlemen arrive, they all decide to go on a walk together and the party consists of the two Miss Musgroves, Captain Wentworth, Mary, Anne, and Charles Musgrove. Anne's intention is to stay as out of the way as possible and just to enjoy the landscape and the day. Louisa flirts with Captain Wentworth throughout the walk and declares that if she loved a man, nothing should ever separate them.