At her home, Lady Wishfort is trying to hide the signs of age with cosmetics applied externally and brandy internally. Mrs. Marwood enters and tells her that Foible was talking to Mirabell in the park. While Mrs. Marwood hides in a closet, Lady Wishfort taxes Foible with disloyalty. However, Foible takes advantage of this opportunity to forward Mirabell's plot; she says he stopped her only to insult Lady Wishfort, who therefore determines to accept Sir Rowland, due to arrive that day.
Unfortunately, after Lady Wishfort leaves, Mrs. Fainall enters, and she and Foible discuss Mirabell's scheme; Mrs. Marwood, still hidden, overhears their conversation. They also mention that Mrs. Fainall was Mirabell's mistress at one time, and that Mrs. Marwood is in love with Mirabell, but he finds her unattractive. Mrs. Marwood's anger is reinforced in the next scene when Millamant also accuses her of loving Mirabell and makes biting remarks about her age.
When the guests arrive for dinner, Petulant and young Witwoud, and then Sir Wilfull Witwoud, the elder brother and Millamant's suitor, appear. In a scene that perhaps comes closer to farce than any other in this play, Sir Wilfull does not recognize his foppish brother, and young Witwoud refuses to recognize his country-bumpkin elder brother. Afterward, Mrs. Marwood, left alone with Fainall, describes Mirabell's plot. He is certain now that he has been a cuckold and wants revenge.
Mrs. Marwood then outlines a plan for Fainall. Since Lady Wishfort has control of Millamant's fortune, and since she is very fond of her daughter, Mrs. Fainall, he can insist that Millamant's money be made over to him on threat of making public his wife's transgressions.
Lady Wishfort is a stock character of Restoration drama; and, indeed, the older woman, eager to entrap a husband, has always been a figure of fun. But that is not to say she has no individuality. In the last three acts, Congreve devotes more attention to her character development and gives her more lines than any other character. She is eager to be wooed but would not seem to pursue. She would be forward but not too forward. She dare not smile or frown, for the paint might crack. She is concerned about appearances, but "what's integrity to an opportunity?" She is a sanctimonious hypocrite (as her description of her daughter's rearing in Act V makes clear); her private library, to which she directs Mrs. Marwood in the closet, is made up of devotional and anti-theatrical books. Quarles' Emblems are didactic poems, each with its moral attached; Prynne's Histrio-Mastix is a long attack on the immorality of the theater; Collier's Short View of the Immorality and Profaneness of the English Stage was published in 1698, two years before the production of The Way of the World. "Bunyan's Works" hardly need comment.
Lady Wishfort is in every way worth watching — obnoxious, laughable, vulgar, a little disgusting, and sometimes oddly pathetic. She craves friends, but with amazing consistency she invariably puts her trust in people who betray her.
Foible is different from the typical comedy lady's maid, represented, perhaps, by Mincing. She is an alive, mentally agile young woman and knows all the intrigues in the Wishfort household. She is aware of the passages between Marwood and Fainall, and the passages before that between Mrs. Fainall and Mirabell. She is indeed the key to all matters. Foible's comment that Mrs. Marwood "has a month's mind," with all its insulting connotations, is a key phrase in the development of the plot.
Mrs. Marwood's love for Mirabell now turns to hatred; she is the woman scorned. (It is Congreve's famous line in The Mourning Bride that hell has "no fury like a woman scorned.")
In the scene between young Witwoud and Sir Wilfull, some of the incidental values of the play are made clear. Witwoud's witticisms are, after all, clever and frequently apropos. Up to this scene, the fact that he has, as Mirabell says in Act I, "some few scraps of other folks' wit" has to be brought out by the actor in his portrayal of the character. However, his treatment of his brother is not that of the Restoration gentleman, who might deplore Sir Wilfull's crudeness but would never try to deny his brother. He does not display the polish that Mirabell would under the same circumstances. Although Sir Wilfull is a stock Restoration country bumpkin, he displays a common sense and a forthright honesty that make him appear far the worthier of the brothers.
The last scene between Marwood and Fainall indicates clearly the direction of the play for the two following acts. The counterplot, opposed to the plot of the hero, is now set up.