Admiral Croft and his wife arrive in Bath with the news that Louisa is engaged to Captain Benwick. Wentworth comes to Bath, where his jealousy is piqued by seeing Mr Elliot courting Anne. He and Anne renew their acquaintance. Anne visits an old school friend, Mrs Smith, who is now a widow living in Bath in straitened circumstances. From her she discovers that beneath his charming veneer, Mr Elliot is a cold, calculating opportunist who had led Mrs Smith's late husband into debt. As executor to her husband's will, he takes no actions to improve her situation. Although Mrs Smith believes that he is genuinely attracted to Anne, she feels that his first aim is preventing Mrs Clay from marrying Sir Walter. A new marriage might mean a new son, displacing him.