Hellena, who has seen and heard everything Willmore said, comes out of hiding and pretends as if nothing has transpired. As Willmore begins to flirt with her again, Angellica enters, masked, and sees Willmore betraying the vows he made to her. Hellena finally reveals her face to Willmore, who praises her beauty. This is the last straw for Angellica. She orders one of her servants to find out who Hellena is and storms out. Hellena asks what Willmore was doing in Angellica's house; he denies that anything transpired. Hellena then attacks him, quoting to him what he had just said about Angellica. She makes Willmore promise never to see Angellica again. Meanwhile, Florinda and Valeria are testing Belvile's loyalty to Florinda by trying to seduce him while he doesn't know who they are. He stands firm. The women exit, but Florinda leaves Belvile with a locket. Belvile recognizes Florinda's picture in the locket and resolves to rescue her that night, with Willmore and Frederick's help. Meanwhile, Blunt is tricked out of his money and clothes by Lucetta.