Following the publication of the preceding chapters, some readers wrote that they could see nothing in Amelia. Thackeray says this is the greatest compliment one woman can pay another. With men around, no woman gives another credit for anything. The Osborne girls are jealous of their brother. Miss Maria Osborne's special friend, Mr. Bullock, has danced with Amelia, which attention makes Maria jealous, although she pretends joy.
Osborne is humiliated by the way his fellow soldiers kid him about Amelia's letters. He horrifies Dobbin by lighting his cigar with one. Dobbin hears the men gossiping about Osborne's wild life. Irate, he tells them Osborne is engaged to Miss Sedley. When this revelation angers George, Dobbin asks him if he is ashamed of his engagement. Osborne says he doesn't want his business to be everybody's business and he wants his little fling. Dobbin begs him to make Amelia happy, and Osborne says he will take her a present. Dobbin loans him money, but Osborne buys himself a diamond shirt-pin.
Delighted to see Osborne, Amelia doesn't think of gifts. She has been picturing him tending wounded or performing other rigorous duties. Amelia thinks Lieutenant Osborne the most wonderful man in the world and he agrees with her. She visits the Osborne home in Russell Square. Old Osborne comes home in bad humor, sees Amelia there, glares at her, and complains about the meal.
When George comes home late for supper, his father tells him he can't marry Amelia unless she has ten thousand pounds, and the elder Osborne suspects Sedley's financial condition is shaky. He promises George money, as he wants him to go about in good society, which he believes can do no wrong, but he insists that George must never gamble. Relieved that his father hasn't heard of some of his activities, George seems reconciled to break with Amelia, but he does not tell her.
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.
This number starts with biting comment on women and their relationship to each other. "To be despised by her sex is a very great compliment to a woman." Lady Crawley "showed her friendship by abusing all her intimate acquaintances to her new confidante [Becky] (than which there can't be a more touching proof of regard)." Rich people like Lady Crawley take needy people's services as their due. Even Rawdon realizes that his aunt Mrs Bute Crawley is trying to entangle him with Rebecca so that she won't become the third wife of Sir Pitt.
Of Amelia's blind love for George Thackeray says that she doesn't care about the war in Europe but when Napoleon abdicates she throws herself into George's arms because he won't have to go overseas. "The fate of Europe was Lieutenant George Osborne to her." The Misses Osborne do not know such tender passion as does Amelia, and they think her stupid and without charm.
Becky, also in contrast to Amelia, weeps "some of the most genuine tears that ever fell from her eyes," when she has to refuse the proposal of the rich Sir Pitt.
Thackeray contrasts George and William. George reveals himself when he lights his cigars with Amelia's letters, buys himself a pin with money borrowed to get Amelia a present, and wants to sow wild oats. In one thought he observes how much Amelia loves him and how dreadfully his head aches from the wine. By his conduct William betrays his feeling for Amelia and the loyalty of his character. Even though his mouth is full, he bursts out at mealtime in defense of Miss Sedley. He loans George money to buy Amelia a gift, worries about her, and interrogates George as to his intentions.
A minor character, Mrs. Major O'Dowd, manager and meddler, thinks George an elegant fellow; but when she hears he is engaged, she writes her sister Glorvina not to come for a visit. Peggy O'Dowd's recurring and amusing attempts to marry off Glorvina will appear throughout the book.
Conflict arises between William and George because of George's neglect of Amelia. Conflict arises between George and his father because Amelia's fortune has vanished, and with it her charm, so far as the elder Osborne is concerned.
In an earlier chapter the reader has seen George ruin Rebecca's chances to marry Joseph; now he sees George repaid by Rebecca's generous assurance that he can't help his pedigree.