Anne plans to leave her sister Mary at Uppercross and go stay with Lady Russell for a while. She reasons this move may put her more in contact with Captain Wentworth, because Lady Russell's house is decidedly closer to Kellynch.
Captain Wentworth returns to visit Uppercross after not being seen for two days. He had gone to visit his friends, Captain and Mrs. Harville, in Lyme. He tells the Musgroves about Lyme, and they are all eager to see it. It is decided that Charles, Mary, Anne, Henrietta, Louisa, and Captain Wentworth will form a party to go visit Lyme. The following day, they arrive at Lyme, a seaside town, and are delighted by it.
Three new characters are introduced. Captain and Mrs. Harville are friends of Wentworth from the Navy who have a house in Lyme, and Captain Benwick is staying with them. The Harvilles are extremely hospitable people with excellent manners. Though they have very small quarters, they have developed great contrivances to make the best use of their space and Anne considers it a very happy home. Captain Benwick was known as "an excellent young man and an officer" but he has fallen into a deep depression since the death of his fiancee, Fanny Harville, Captain Harville's sister. Benwick has turned to poetry as solace for his sadness.
On one of their visits with the Harvilles, it falls to Anne to make conversation with Captain Benwick. Although he is initially shy, Benwick opens up to Anne and begins discussing poetry passionately. Anne recommends that he include more prose in his daily reading. He takes her suggestion warmly, and Anne feels that she has done a good thing by patiently helping a grieving man to open up once more.
The next morning, the party goes for an early morning stroll by the seashore before breakfast. While they are walking up the steps, a gentleman stops to let them pass and cannot help but look at Anne. It is clear that he finds her very attractive. Captain Wentworth notices the man admiring Anne, and turns to admire her himself.
The party goes back to the Inn to have breakfast and they find that the gentleman who admired Anne is also a guest at their hotel. They inquire as to his name and find out he is Mr. Elliot, a gentleman of large fortune. Mary assumes it must be their cousin and father's heir! She wishes that they could have been introduced before Mr. Elliot left, but Anne reminds her that such an introduction might not be proper; their father has not been on good terms with Mr. Elliot for quite some time.
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