Selden responds that he considers Lily too worthy for many men of the upper class. Lily answers that perhaps she might perform great acts with the wealth she could receive from a rich husband. Selden tells her that she is pursuing wealth that ultimately will not make her happy, and asks her if she has considered that result. She confesses that she has, but considers his assessment much darker than her own.
The conversation puts Lily in a darker mood, and she challenges Selden to explain why he should draw the limitations of her aspirations to her attention when he has nothing to offer her as an alternative. He confesses that if he possessed an alternative, he would give it readily. This admission causes Lily to weep, although Selden is unsure if she is putting on an act. He attempts to better the situation by stating that it is natural for him "to belittle all the things" he is unable to offer Lily.
Lily responds that, in belittling the things Lily desires, Selden is belittling her. Their conversation leads to Lily's asking Selden if he wishes to marry her. "I shall look hideous in dowdy clothes; but I can trim my own hats," she tells him. Before the conversation can conclude, the pair observes a passing automobile. When Selden notes that the car is traveling in the wrong direction and cannot be the Trenor party, as they initially assumed, they both seize the opportunity to end the seriousness of their conversation. In answer to Lily's question, "Are you serious?" Selden responds that he was under no risk by being serious, implying that Lily would never consider a proposal from him.
