The scene shifts to Matilda Crawley's home, where Miss Sharp has come home with Miss Crawley to care for her. Rawdon Crawley suddenly becomes much interested in his aunt's health and visits her often. All of the Crawleys are afraid that Miss Matilda will get well.
Rawdon loves Rebecca and "raves about her in uncouth convulsions." Sir Pitt raves because she has left his household.
When Miss Matilda is well enough, Becky takes her to visit Amelia. Miss Crawley likes Amelia and invites her and George Osborne to her home. George tries to patronize Rebecca, but she squelches him by asking what his grandfather did, then reassuring him that he can't help his pedigree.
In the meantime Lady Crawley dies, unmourned except by her stepson, Pitt Crawley, who has been her sole comfort. Almost immediately after her death, Sir Pitt comes to Miss Crawley's house and proposes to Becky, who has to refuse because she is already married.
