Mr. Deane gives Tom a speech about the changing world of business and compliments Tom's job performance at Guest & Co. He offers Tom a share in the business. Tom mentions his wish that Guest & Co. buy up Dorlcote Mill. Mr. Deane is skeptical that Wakem would sell the property. Tom reveals that Jetsome, the miller Wakem has installed, has taken to drinking. Mr. Deane promises to inquire into the matter. Mr. Deane invites Tom to breakfast with the Deane's the next morning.
Maggie made quite a favorable impression on the young people of St. Ogg's at Lucy's evening party. Her beauty made her interesting and her lack of social convention made her seem innocent, even to Stephen's sisters, the Miss Guests. Maggie is enjoying the pleasant leisure of the lady's life—being admired, playing music. The narrator reminds us that we are familiar with Maggie's character but that this will not entirely dictate her history—outside events will form her future as much as her character.
Philip has not come to the Deane's because he had gone on a sketching expedition without telling anyone and won't arrive back for twelve days. During those twelve days, Maggie continues to spend time with Lucy and Stephen. Maggie and Stephen make lively conversation between them, and Lucy is happy for the entertainment. Stephen's affection toward Lucy has increased, a subconscious atonement for his mental attention to Maggie. Outwardly, Maggie and Stephen remain distant though attuned to each other. They do not communicate out of Lucy's company.
One day, when Lucy is out, Stephen stops in to drop off some music for Lucy. Stephen pets the dog, Minnie, who is sitting in Maggie's lap and hopes to receive one of Maggie's "long looks." They make conversation awkwardly. Stephen's mentioning of Philip causes Maggie to remember herself and move away from Stephen. Stephen immediately feels foolish for having come and assumes Maggie has guessed his reason for coming just to see her. He asks Maggie if she'd like to walk in the garden. In the garden, Stephen offers Maggie his arm, and they walk without talking. Soon, Maggie, wondering at her own motivations and actions, excuses herself and runs inside. Back inside, she cries, wishing for the peace of Philip's presence. Stephen wonders how he can think of Maggie constantly, though he is almost engaged to Lucy. He vows to control himself in the future.
Philip comes to the Deane's the next morning, and Maggie greets him with tears—she has begun to view Philip as "a sanctuary where she could find refuge from an alluring influence." Philip still has their last private meeting and declarations of love fresh in mind and senses a change in Maggie. Lucy leaves them alone, and Maggie tells Philip that she must leave for another teaching job soon. She admits her motive of "trying to make herself a world outside [loving], as men do." Philip again chides her for her attempts to find "a mode of renunciation that will be an escape from pain." Maggie happily submits to Philip's chiding and hopes that he does not guess at her confusion over Stephen.
Stephen arrives for a visit, and he and Philip sing a duet. Then Philip sings a tenor song in which the singer tells "the heroine that he shall always love her though she may forsake him." Maggie knows that the song is for her but feels only "touched, not thrilled." Stephen denounces the sentimental love of the song and saucily sings, "Shall I, wasting in despair, / Die because a woman's fair?" During the next song, Maggie rises to get herself a footstool, but Stephen anticipates her need and gets it for her. Philip notices the looks of pleasure in Maggie's and Stephen's faces. Mrs. Tulliver comes in to announce lunch.
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