Casaubon looks forward to the end of the courtship, as he is eager to return his energies to his great work, the Key to all Mythologies. Dorothea offers to learn Latin and Greek in order to help him with his project. Casaubon, pleased with her submissive affection, consents to teach her. Mr. Brooke tells him that such "deep studies" are "too taxing for a woman." He states that music is a more suitable activity. Dorothea responds that Casaubon is not fond of the piano.

Sir James believes that Brooke should not have allowed Dorothea to become engaged to such an old, dry man as Casaubon. He appeals to Mr. Cadwallader to speak to Brooke about putting a stop to the marriage. Cadwallader states that Casaubon is an honorable man because he financially supports his poor relations. Nevertheless, Sir James feels that the difference in age between bride and groom is enough justification for postponing the marriage. However, he finds that his relationship with Dorothea is easier because he no longer has any "passion to hide or confess."

The Brookes visit Lowick manor, Casaubon's residence. Dorothea notices the miniature portraits of Casaubon's mother and her older sister. Casaubon confirms her assertion that there is little resemblance between the sisters. He states that the elder sister made an unfortunate marriage. During the tour of the grounds, they notice a young man drawing sketches. Casaubon informs them that he is Will Ladislaw, his second cousin and grandson of his ill-fated aunt. Brooke and Celia admire his sketches, but Dorothea says that she is not educated enough to judge them. Will thinks she means to criticize or insult him. They bid good-bye to Will, and Casaubon tells them that he fears that Will has no ambition. He has agreed to pay the expenses of a trip abroad for Will, however, to give him time to settle on a profession.

Casaubon wonders why he does not grow happier as the day of the marriage approaches. He expresses regret that Celia will not accompany them on their wedding trip. He fears that Dorothea will be lonely when he has to work on his project. Dorothea replies haughtily that he should not mention it again, because she will take care of herself. She immediately regrets her short temper.

At the engagement party, Dorothea meets Lydgate, the new, young surgeon. Lydgate thinks she is a fine girl, but too earnest. She wants too many reasons for everything. He prefers the company of Rosamond Vincy, the daughter of the mayor. She is beautiful and looks at things from "the proper feminine angle." Rosamond becomes interested in Lydgate. She prefers to marry a man who is not from Middlemarch, and she believes Lydgate has important, aristocratic relatives.

Rosamond and her brother, Fred, decide to go visit their elderly uncle, Peter Featherstone. Featherstone's second wife, Mrs. Vincy's sister, died with no children. She hopes that her own children, especially Fred, will inherit Featherstone's wealth. Featherstone accuses Fred of borrowing money for gambling debts, using his possible inheritance of Featherstone's wealth as security. He names Mr. Bulstrode, Fred's uncle, as the man who could prove or disprove the rumor. Bulstrode, a wealthy banker, would know everything about the borrowing or lending of money. Featherstone demands that Fred secure a letter from Bulstrode confirming or denying the rumor.