This section opens with the O'Dowds discussing the forthcoming battle and making preparations for the major's march. After his departure Mrs. O'Dowd reads a book of sermons.
Rawdon, more affected than Becky at their parting, shows his love and worship for her by his concern for her welfare. "She had known perpetually how to divert him; and he had found his house and her society a thousand times more pleasant than any place or company . . ." Becky's thought, however, concerns how much security she has and what she can do in the event Rawdon doesn't come back.
George tells Amelia goodbye, and departs with a sigh of relief. Dobbin wakes the sleepy Jos to charge him to take care of Amelia, and is pained by Amelia's grief.
Joseph, proud to be left in charge of the women, reassures them. Isidor, his valet, hopes the British will be defeated so he can have Jos' possessions. As if to further his interests, he demoralizes Jos with bad news.
Becky, wanting to make sure of a retreat in case of bad news, flatters Jos by begging him not to go and join the troops, to stay and protect the ladies. If Jos has a carriage, Becky expects to share it should flight become necessary.
Amelia finally accuses Rebecca of being a false friend and a false wife. In spite of Amelia's accusations, Rebecca, touched at her grief, tries to reassure her. Since Amelia, obviously, doesn't want Becky around, Becky suggests to Peggy O'Dowd that she stay. Peggy, not liking Becky, answers with sarcasm, but she stays with Amelia.
Suddenly the sound of cannons frightens everyone. Jos wants to flee; Mrs. O'Dowd scorns his cowardice. The cook's soldier-friend comes with the tale that George's company is cut in pieces. Terrified, Jos gives the eager Isidor his military-looking coat and dresses himself in somber civilian garb so that he looks almost like a clergyman. Lady Bareacres wants to leave but has no horses for her carriage. She tries to buy Rebecca's but receives only scorn; instead, Rebecca sells her horses to the fearful Jos for a fortune.
Amelia wants to go to the army and begs Jos to take her. However, her attention is diverted by the arrival of the wounded ensign, Tom Stubble, who announces that George is safe. Peggy and Amelia nurse Tom Stubble.
Convinced by the rumors of English defeat, Jos rides off, leaving Amelia behind. Becky thinks Amelia stupid to grieve over George. She dreams of what she might do if Rawdon doesn't come back: She might become a duchess. Mrs. O'Dowd watches her patient, reads sermons, mispronounces words, and prays for the Major. Again the cannons roar. George finally dies in the battle of Waterloo.
