At Mrs. Miller's house, Mrs. Honour laments losing Sophia. Jones, thinking that Sophia must have died, frantically begs Honour to tell him what has happened. When Jones finally extracts the news that Western has locked up Sophia and dismissed Honour, Tom is thankful that Sophia is alive. Honour chides Jones for not having compassion for her misfortune, since she says that she has always taken his part against Blifil. Honour is scared that Western will hurt Sophia. She says she wishes Sophia had some of her courage—if her father withheld her from the man she loved, she would tear out his eyes. Partridge runs into the room to inform Jones that Lady Bellaston has arrived. Jones hides Honour behind the bed. Lady Bellaston plops herself on the bed and scolds Jones for not contacting her. Then she flirts with him. Lady Bellaston waits in surprise as Jones stands awkwardly, not knowing what to do. A very drunk Nightingale suddenly bursts into Tom's room, mistaking it for his own. Partridge manages to lead Nightingale away. While Tom was occupied with Nightingale, Lady Bellaston tried to hide herself behind the bed, coming face to face with Honour. The ladies are horrified. Lady Bellaston implies that she will bribe Mrs. Honour, after which Honour calms down. Lady Bellaston leaves, shunning Tom's attempts to hold her hand. Honour is upset about Tom's infidelity to Sophia, but Tom "at last found means to reconcile her."
Mrs. Miller gently scolds Tom for the upheaval in his room the previous night. Nightingale and Nancy are married that day, with Tom acting as father to Nancy. Before the wedding, Nightingale's uncle tries to intoxicate him and dissuade him from marrying Nancy. News arrives during this meeting that Harriet, the daughter of Nightingale's uncle, has run away with a neighboring clergyman. This destroys his case with Nightingale.
Tom receives three letters from Lady Bellaston summoning him immediately. Nightingale enters the room while Tom is reading and reveals that he knows about Tom's affair with Lady Bellaston. Tom asks for more details on the affairs of Lady Bellaston, but the narrator refuses to repeat Nightingale's words for fear of being accused of spreading scandals.
Nightingale's stories greatly reduce Tom's gratitude to Lady Bellaston and he realizes that he has been in "commerce" with this lady rather than in "love." Nightingale advises Jones that the easiest way for him to rid himself of Lady Bellaston is by proposing marriage. Together they compose a letter of proposal, to which Lady Bellaston replies that she is offended that Tom is so covetous of her fortune. Tom responds that he is insulted by her suspicion and will return her gifts to him. At the wedding dinner that night, Mrs. Miller devotes more attention to Tom than to Nightingale and Nancy.
Mrs. Miller has received a letter from Allworthy informing her that he and Blifil are coming immediately to London. He wishes to reserve the first and second floors of her house. The truth is that when Allworthy started paying Mrs. Miller an annuity of fifty pounds, it was on condition that he could occupy the first floor of her house whenever he came to town. Mrs. Miller thus has to comply with Allworthy's wishes, but she is distressed that Jones and Nightingale have to leave. Jones says that he does not mind at all. Honour sends Jones a letter saying that she is sure he will attain Sophia in the end, but she can no longer be of service to him. Lady Bellaston has hired her.
Mrs. Arabella Hunt, a friend of Mrs. Miller's, sends Tom a marriage proposal. She is twenty-six and a little plump, but otherwise attractive. She has recently been widowed by a turkey merchant who left her a rich woman. Tom is at first excited by the prospect of having so much money, but—thinking of Sophia—writes a courteous refusal.