Dorothea returns to Lowick Manor. She wishes to get to know Farebrother's household better. She also wishes to hear some word of Will, but she fears asking about him directly. Will himself chooses to visit her at Lowick. Will tells Dorothea that he plans to depart from Middlemarch soon, hoping to elicit some sign of strong feeling from her. Sir James arrives and interrupts their visit. He treats Will with disdain, arousing Will's indignation and pride and Dorothea's sadness.

Mrs. Cadwallader connives to marry Dorothea off as soon as her period of mourning ends. Everyone hopes that a speedy marriage will cut short any malicious gossip regarding her relationship with Will. Irritated at such meddling, Dorothea declares that she will never marry again.

Dorothea hires Caleb Garth to manage her estate. On her behalf, he negotiates with a company wishing to purchase rights to build a railway through Lowick parish. Public opinion goes against such a newfangled contraption, and some Lowick tenants even threaten Caleb Garth, his assistant, and some railway agents during a surveying expedition. Fred Vincy comes upon them on his way to see Mary. He chases the attackers away, but Garth's assistant has sprained his ankle during the confrontation. Garth is angry that he cannot work without his assistant, so Fred offers to help with the day's work.

Fred asks Garth if he would consider hiring him. He confesses his love for Mary and informs Garth that she has refused to marry him if he becomes a clergyman. Garth tells him to report to his office early the next morning. He decides to consult his wife before taking any steps, however. He tells her he wants to hire Fred. He also tells her about Mary's conditions for marrying Fred. Mrs. Garth is disappointed that Farebrother seems to have no chance of marrying her daughter.

Fred arrives at Garth's office in the morning, and Garth asks him to demonstrate his handwriting. Fred's handwriting is terrible, but Garth decides to give him a chance. He instructs Fred to practice every day until he can write legibly. Fred visits his father's warehouse to tell him that he will work for Garth instead of becoming a clergyman. Mr. Vincy tells him that he has thrown away his education and gone down a step in life. However, he tells his son to stick to his chosen occupation, because he can no longer depend on him for support other than a rent-free room in the Vincy household. Fred's decision upsets Mrs. Vincy even more, because she rightly suspects that her son plans to marry Mary Garth.

Fred visits the Garth household to speak with Mrs. Garth. He wishes to win her goodwill. She tells him that Mary's willingness to consider marrying him surprised her. She says that he made a mistake in asking Farebrother to speak to Mary on his behalf. She admonishes him for thinking of his own wants without considering what his wishes might cost others. Astonished, Fred asks if Farebrother loves Mary too. She confirms his speculation.