A busy reception scene ensues as the room fills with vendors and supplicants to the Marschallin ("Drei arme adelige Waisen"), who ignores the former and aids the latter. A tenor sent by the Portuguese ambassador serenades her ("Di rigori armato") while Ochs sits down with the notary. Two Italian intriguers, Valzacchi and Annina, present scandal sheets for sale, which the Marschallin coldly declines. Ochs tries to stipulate a gift from Sophie's family consisting of all their properties, free from mortgages, and quickly loses patience with the notary's attempts to explain that this is illegal. Amidst all the activity, the Marschallin remarks to her hairdresser: "My dear Hippolyte, today you have made me look like an old woman." ("Mein lieber Hippolyte"). This so disturbs her that she orders the room to be emptied. As the people file out, Valzacchi and Annina offer Baron Ochs their spying services. He asks whether they know anything about "Mariandel"; they promptly lie and claim to know all about her.