In St. James' Park, Mrs. Fainall and Mrs. Marwood discuss their favorite subjects, men and how to manipulate them. Beneath their apparent friendliness, they are wary of each other as they talk of Mirabell. Mrs. Fainall suspects, quite correctly, that Mrs. Marwood is in love with him.
After Fainall and Mirabell enter, Mirabell and Mrs. Fainall stroll off and leave Fainall and Mrs. Marwood alone on the stage. We now discover that Mrs. Marwood is Fainall's mistress and that he only married his wife for her fortune so as to finance his amour. However, their love includes neither faith nor trust. Fainall is sensitive to the fact that Mrs. Marwood's seeming enmity of Mirabell covers her attraction for him. The scene ends with mutual recrimination and a reconciliation as they leave the stage when Mirabell and Mrs. Fainall return.
The conversation of Mirabell and Mrs. Fainall supplies new revelations. Mirabell and Mrs. Fainall were lovers; she married Fainall as a cover for her affair with Mirabell. Mirabell, during their stroll, has told her of his scheme to trick Lady Wishfort and marry Millamant. As he does not trust Waitwell, he arranged for a marriage between Waitwell and Foible, Lady Wishfort's maid. (The news of this marriage arrived in the first act.) After all, having wooed and won Lady Wishfort, Waitwell might plan on actually marrying her.
Millamant now makes her first entrance, accompanied by Witwoud and her maid, Mincing. She is thoroughly aware of her own charm and her power over Mirabell, and toys with Mirabell's love at the same time that she returns it. She is apparently quite prepared to go along with Mirabell's plot, which Foible has revealed to her, a clear indication that in the end she intends to have Mirabell.
After her exit, Waitwell and Foible appear. Waitwell will woo Lady Wishfort in the guise of Sir Rowland, Mirabell's imaginary uncle. As Sir Rowland, he would be a fine match; in addition, the marriage would serve Lady Wishfort as a way to be revenged on Mirabell for his earlier slight, for presumably Mirabell would be disinherited when Sir Rowland married. All exit, with Waitwell making wry, typically Restoration comments.
In this act, the tensions between the characters are exposed. Just as Fainall and Mirabell, presumably friends, engaged in a verbal duel that hid a real one, so Mrs. Fainall and Mrs. Marwood now fence. There is good reason for Mrs. Fainall and Mrs. Marwood not to trust each other; it is true that Mrs. Marwood is the mistress of Mrs. Fainall's husband. By the same token, she is in love with Mirabell, Mrs. Fainall's former, and perhaps present, lover.
One can, from a modern point of view, question the nature of the love of Mirabell and Mrs. Fainall. After all, if he had loved her, why had he not married her? She was presumably young, beautiful, wealthy, and available. Interesting also is the affair between Fainall and Mrs. Marwood. Fainall seems to love Mrs. Marwood after his fashion. That love should include trust does not even occur to him. As he says, does she think that the lover will sleep, though the husband may nod?
The scenes between Mrs. Marwood and Mrs. Fainall and between Mrs. Marwood and Fainall present a real challenge to the actors. Before the audience is given the information that makes it possible to follow the play, the actors must convey the currents of feeling, essentially cynical and unpleasant, which underly the very polished manners and high style of the exchanges of wit.
The act includes important revelations of character. A clue to the character of Mirabell is presented when Mrs. Marwood accuses Mirabell of being proud. Mrs. Fainall reacts strongly: Pride, she says, is the one fault he does not have. We may have some difficulty interpreting the term "proud"; it would appear that he is gracious rather than arrogant.
Fainall describes himself as having "a heart of proof and something of the constitution to bustle through the ways of wedlock and this world." He is, we might translate, a man who can adjust to circumstance. Mirabell describes him as "a man lavish of his morals, an interested and professing friend, a false and designing lover, yet one whose wit and outward behavior have gained a reputation with the town, enough to make that woman stand excused who has suffered herself to be won by his addresses." These observations are ample preparation for Fainall's future actions. His suspicions of others are accurate because he recognizes his own faults in them.
Millamant is a contrast to all others about her. She is surrounded by intrigue, and, together with her fortune, she is the object and the potential prize of much of it. However, she is not herself active in any intrigue. Her banter and wit are usually good-natured and direct. She does not have the cynical opinion of human nature which is so important a part of the attitude of everyone else in the play. She delights in teasing Mirabell, with the justification that she thinks of him as already her property. She is vain but amused at her own vanity. She can play the game of wit and make jokes about pinning up her hair with letters written in poetry — prose, of course, would be completely unacceptable. She is an ingénue of a type that could only have been presented on the Restoration stage, and she is without question the most successful of her kind.
The love story of Mirabell and Millamant differs from what might be expected. In most love plots, the male has to overcome the unwillingness, dislike, or simple reluctance of the other party. In The Way of the World, all the problems connected with the love affair are external. There is never any feeling that these two are not in love. Millamant postures, primps, and teases; it is fun to be desired and desirable. But these lovers have no internal conflicts.