Lucy Deane, wearing mourning for the death of her mother, sits in her parlor with her suitor, Stephen Guest, at her knees. Stephen is the son of Mr. Deane's senior partner. Stephen is handsome, rich, and leisurely. The two are flirtatious and secure in their love, though no betrothals have been made yet. Lucy tells Stephen of the imminent arrival of her cousin Maggie, who has had a hard life and has been serving as a governess in another town. Lucy allows Stephen to assume that Maggie is fat, blond, and dull-witted like Mrs. Tulliver, who now lives at the Deane's. Lucy is worried that Maggie will not want to see Philip Wakem, a friend of Lucy and Stephen's who comes often to sing with them. Lucy writes a note to Philip for Stephen to take to him. Lucy and Stephen sing several duets before Stephen must leave.
After Stephen's departure, Lucy takes a quick glance at herself in the mirror. Though beautiful, Lucy is not truly vain, for she is too benevolent and filled with thoughts of others to be vain. Now Lucy rehearses in her mind the preparations for Maggie's arrival—Lucy's favorite cousin must have the best of everything and a truly relaxing visit.
Though Lucy is only the daughter of his father's lesser partner, Stephen is sure of his love for her. Lucy is exactly the kind of woman he has always admired—beautiful and kind to others, even other women.
Lucy and Maggie sit in Lucy's parlor—Lucy is describing Stephen Guest. Lucy remarks on Maggie's beauty, which seems enhanced by her "shabby clothes." Maggie envies Lucy's happiness, which is gained from the happiness of others. Maggie admits to being regularly unhappy and sometimes getting angry at the sight of happy people. Maggie's years of renunciation had ended, and she has been experiencing "desire and longing," contributing to her unhappiness. Lucy brings up the topic of Philip Wakem with Maggie, who assures Lucy that she, Maggie, does not think harshly of Philip as Tom does. Maggie is about to explain her promise to Tom not to see Philip, when the doorbell rings and Stephen Guest enters.
Stephen is quickly fascinated by Maggie's tall, dark, beauty, and her frankness. Maggie quickly realizes that Stephen had drawn a satirical portrait of her in his head before meeting her. Maggie is frank about her annoyance at his conventional compliment to recover himself and also satirical about Stephen's obvious self-assurance. Maggie is also frank about her own poverty, to Lucy's dismay and Stephen's interest. Stephen changes the subject to a variety of things—the upcoming town bazaar, the charity of the minister, Dr. Kenn, the next book for the Book Club—in hopes that Maggie will look at him as he speaks.
Stephen proposes a boating trip. While Maggie gets her bonnet, Lucy informs Stephen that Maggie will see Philip, and Stephen informs Lucy that Maggie is too tall and "fiery"—not his "type" of woman. Yet, Stephen remains intrigued by Maggie, because she is so unlike other women. He looks forward to having to take her hand during the boat-ride. When Stephen catches Maggie, who slips getting out of the boat, Maggie herself feels charmed by the protective touch.