Alone, Lady Windermere and Lord Darlington discuss Mrs. Erlynne's attendance. Lady Windermere is enraged and confused and asks Lord Darlington to be her friend. Instead of friendship, Lord Darlington takes advantage of Lady Windermere's tragic state and professes his love to her, offering her his life, and inviting her to risk short-term social humiliation for a new life with him. Lord Darlington sets her an ultimatum to try to convince her to take action immediately, while still in a state of shock. Lady Windermere is shocked by the revelation, and finds she does not have the courage to take the offer. Heartbroken, Lord Darlington announces that he will be leaving the country the next day and that they will never meet again, and leaves.