Later that night, Captain Corcoran tells Buttercup that he would have returned her love long ago if they were not so far apart in social class. She warns him that a change is in store for him. Sir Joseph complains that Josephine has not yet agreed to marry him. The Captain thinks she is probably dazzled by his "exalted rank". He suggests that Sir Joseph persuade her that "love levels all ranks". If he does so, Josephine will surely accept his proposal. Sir Joseph makes his argument to Josephine, but it only serves to strengthen her determination to marry Ralph. 