The Marschallin, now alone, ponders her waning youth and the unhappiness of her forced marriage, perceiving the same in store for Sophie Faninal ("Da geht er hin..."). Octavian returns, dressed again in men's clothes ("Ach, du bist wieder da"). When he sees that the Marschallin is out of sorts, he assumes it is from her earlier fear that he might have been discovered. But she is still thinking of the passage of time (a clock is heard chiming thirteen times) and tells him that, very soon, he will leave her for someone younger and prettier. Octavian reacts with frustration, and the Marschallin turns him away. Too late, she realizes that she has neglected to kiss him goodbye. With nothing else to be done, she summons her young page, Mohammed, to take the silver rose to Octavian, then stares pensively into her hand mirror (or similar) as the curtain falls.