Left alone with Millamant, Mirabell says he has something important to tell her which he meant to tell her yesterday but she was surrounded by all the fools who came to visit. Millamant says lightly fools are good for her health. Mirabell sulks, Millamant teases him and finally she tells him his big secret is that his “uncle” is really his servant Waitwell. He is all “how do you know?”, and she answers, well, indeed, how could I know this without the help of the devil, or maybe it’s the maid Foible herself who told me, make a guess. She lives with Mincing. Waitwell with his newly-wedded wife Foible enter. Foible tells him that she is going to tell Lady Wishfort she had an opportunity to see “Mirabell’s uncle”, and she had her portrait in her pocket, and he became immediately enamoured of her. Mirabell promises her that if they do well, they are going to get a fully stocked farm. She thanks him and says that now she has to rush off because Lady Wishfort can’t dress without her*, and she is afraid that Mrs Marwood, whom she has just spotted, may see her talking with Mirabell and tell on her. Left alone, Waitwell complains comically about how he finds it difficult to remember who he is when his personalities change so rapidly: married, knighted (because he plays “Sir Rowland”), and attended (by servants) in one day. But even when the charade is over, he is still going to stay married.
*It does not mean that Lady Wishfort was exceptionally lazy – dressing women in the18th c. was really time-consuming and required help.
Enters Millamant, followed by Witwoud and her maid Mincing. Mirabell asks her why she has so few followers today, but Witwoud keeps on butting in with his inappropriate similes “like moths about a candle”, and when Millamant says she walked fast through the crowd today, he adds “as a favourite just disgraced”. Mrs Fainall asks her what took her so long today to get to the park, and Millamant says she did walk fast and inquire everyone about her, like about a new fashion. Witwoud points out that they met her husband and she did not ask him about her. Mirabell answers wittily that asking a husband about his wife would be like asking about an old fashion. Millamant says that she had been stopped before she left by some letters and she makes the usual gripes about the amount of letters one receives, as we do about the e-mails. The advantage of letters over e-mails is such that Millamant can use them to curl her hair, but only those written in verse – those in prose are no good, as her maid Mincing confirms. Millamant asks Mirabell if he was offended last night. She says she was angry about it, but then she checks herself and says she is glad because it gave him pain. She believes cruelty is power and when one parts with that, one is old and ugly. Mirabell says, go on, destroy your lovers, but then who would bestow your beauty on you? They have a little back-and-forth about whether beauty is in the eye of the beholder or whether it exists objectively, without admirers. Mirabell asks Mrs Fainall on the side to distract Witwoud and she obliges, asking him for a few words in private.
Mirabell and Mrs Fainall enter. We learn from their conversation that they used to be lovers and when they had a pregnancy scare, Mirabell married her off to Fainall. He thinks it was a great choice, because it would be a pity to cheat a more decent man in this way and a shame for Mrs Fainall to marry somebody with worse reputation. He, like the Goldilocks’ bed, was just right. He also adds “When you are weary of him, you know your remedy”, which sounds a bit ominous, taking into account Mrs Fainall has already been widowed once. We also learn that Mirabell’s “uncle” is really his servant Waitwell in disguise, and the marriage Mirabell talked about with his coachman in Act I was to Lady Fainall’s maid Foible. The plan is that Waitwell as Mirabell’s uncle is going to seduce Lady Wishfort into marrying him and the talk of him marrying Millamant is just a decoy so that he and Lady Wishfort can conduct their courtship in private. The marriage to Foible is a double precaution: so that Waitwell, like Mosca in Volpone, is not tempted to turn against his employer, and also a means to blackmail Lady Wishfort into permitting Millamant to marry Mirabell. When she learns much to her dismay that her husband is in fact just a servant, Mirabell is going to produce the record of his previous marriage, which can set her free.
Left alone with Mrs Marwood, Fainall declares his love for her and says that paradoxically, if he ever got rid of her, he would be a miserable man, because that would be his only dream now coming true and what’s life without something to hope for? Mrs Marwood wants to follow Mrs Fainall and Mirabell. Fainall asks her if she is jealous of Mirabell, and Mrs Marwood tries to parry that, saying that she is just mindful of Fainall’s honour. Fainall accuses her of being in love with Mirabell, just like his wife is, and though it was convenient for him to overlook his wife’s being enamoured with Mirabell, he won’t overlook it when it comes to his lover. Mrs Marwood vehemently denies that and asks what proof he has. Fainall says that all the times when she did something to harm Mirabell, like when she revealed his courtship of Millamant to her aunt, were the signs of a woman scorned. Mrs Marwood says she was just being loyal to Lady Wishfort and Fainall makes fun of women’s friendship, saying she pretends to be his wife’s friend, too. At this Mrs Marwood becomes really furious, telling Fainall that he’s only to be blamed for that, and that it’s really mean to remind her how for his love she sacrificed her friendship. She threatens to expose their affair to Fainall’s wife and to the whole world, even though it means the loss of her reputation. She is going to tell the whole world how she lost her good name and fortune because of him. Fainall says she bestowed her money on him out of her own free will, and anyway, he would repay her had it not been for her love of Mirabell. If she had not intrigued against Mirabell, Millamant would probably marry him against her aunt’s will, thus losing half of her fortune, which then would be inherited by Lady Wishfort, then by Fainall’s wife and so by him, and then he could squander all this money on her. Mrs Marwood doesn’t believe him, he says she knows he has a wife, who was already a young and handsome widow when he married her, and would be a widow again, if not for the fact that Fainall is too healthy. Mrs Marwood wants to leave, Fainall tries to stop her, she cries she’d rather break her hand than stay with him, they both get very emotional. Fainall tries to apologize, says he loves her, is going to leave his wife and go somewhere far away with her, and all the usual empty promises of cheating husbands. Then he notices Mirabell and his wife heading in their direction. Not wanting to see Mrs Marwood all puffy-eyed, he tells her to put her mask on (masks were then commonly worn by upper-class ladies in lieu of SPF cream, and also sometimes for other more illicit purposes, as can be seen here), and leads her away.
The second act opens in St James Park, where we meet Fainall’s wife and Mrs Marwood. They talk about the inconstancy of men, but Mrs Marwood still insists it’s better to be loved and abandoned than never to be loved at all. (“Mrs” meant then ladies in general, not just married women.) For her part, she is going to use her youth while it lasts and she doesn’t believe friendship between women is going to be an adequate substitute of love of men. Mrs Fainll, shocked, says Mrs Marwood talks like a libertine and Mrs Marwood says “Well, this shows what a good friend I consider you to be, because I am so honest with you.” But she backpedals immediately when Mrs Fainall denies she thinks the same – she says she hates all men, including and especially her husband. Mrs Marwood says “Oh, of course I do, too, I was just testing you. And the best way to show it, I think, would be to marry a man who loves me and makes his life miserable by making him believe I cheat on him”. “Why not cheat on him in reality?” asks Mrs Fainall. “Because then he would know for sure, and I want him to suffer both from jealousy and uncertainty.” Mrs Fainall exclaims “Would that you were married to Mirabell!” and Mrs Marwood echoes “Would that I were”, significantly blushing. The observant Mrs Fainall notices it and Mrs Marwood explains it’s because she hates him so much. “But why?”, asks Mrs Fainall. “Because he’s so proud”, says Mrs Marwod. “Oh come on, his worst enemies can’t accuse him of that”, says Mrs Fainall. “I think you are a bit too eager to defend him, and also you are changing colour right now”, answers Mrs Marwood. At this point they encounter Fainall and Mirabell. Fainall and his wife greet each other with pretended warmth, after which Fainall observes that his wife doesn’t look well. Mirabell adds courteously that he’s the only man who thinks so, and Mrs Fainall answers that he is at least the only man who would tell her that and the only one from whom she could accept it. Fainall says it’s all just because of his concern for her health. Mrs Fainall tells Mirabell that she would like to hear the end of the story he started to tell yesterday at Lady Wishfort’s, and Mirabell says he’s afraid Fainall won’t approve of listening to this juicy gossip. Mrs Fainall says he will allow them to talk scandal, if he can avoid by this another scandal, namely being seen walking with his wife, and leads Mirabell aside. Fainall and Mrs Marwood are left alone on the stage.
While Mirabell and Petulant confer aside, Witwoud admits to Fainall that he is really not that much in love with Millamant – she is “an uncertain woman” and thinks she has so much wit she won’t grant it to anybody else. I guess it means she doesn’t laugh at Witwoud’s lame jokes. He also recaps what has been said about Millamant’s uncle. Millamant ends his conversation with Petulant and asks Fainall if he wants to go for a walk to the Mall (a fashionable walk in St James Park.) Witwoud and Petulant want to join and promise to be “very severe”. Mirabell asks them to walk at a distance, because what Petulant thinks are satirical remarks is just plainly rude. Petulant says that it’s not his fault if women blush hearing him: they should be either too innocent to understand the meaning of his ribald remarks or have enough discretion and pretend not to understand them. I guess you have to keep on believing that if it makes you happy, says Millamant.
Witwoud comments that judging on the ladies’ drinks of choice, they must be two hungry strumpets and one bawd who has winds. Mirabell says that Witwoud speaks freely about Petulant’s friends. Witwoud answers that he knows for a fact that they are common prostitutes, hired by Petulant, who covers the cost of the coach and pays them something extra, to call at various public places and ask for him, to create an impression that he’s popular with ladies. In fact, Petulant is so hungry to be taken for a popular man that before he came up with the scheme with hired prostitutes, he himself would slip out of the chocolate house or whatever place he was in, go home, change his clothes, put a hood over his head and return to the same spot, posing as a man looking for Petulant. Petulant comes in a huff, saying that he’s not in a mood to see any ladies, even if they cry their hearts out for him. Mirabell says he hopes they are not “persons of condition”, but Petulant says he doesn’t care even if they are “what-dee-call’em”, and Witwoud supplements the missing word – “empresses” or “sultana queens”. The joke is that these were also slang terms for prostitutes. Petulant looks through the window and pretends to see in them Witwoud’s two cousins and his aunt, but Witwoud again doesn’t take offence, taking it for a joke. Fainall says they all know it’s a ruse set up by Petulant, so that he can tell Millamant how he left off all ladies for her. Mirabell threatens Petulant to leave the courtship of Millamant off, but Petulant says Mirabell has worse rivals than him. He won’t say straight what he means, but he drops various hints indicating that Mirabell’s own uncle, who’s just come to town and stays at Lady Wishfort’s, might think of marrying Millamant. This would be terrible for Mirabell not only because he loves Millamant, but also because should his uncle have children, he would not inherit his money. Millamant cajoles and flatters Petulant into telling him more and they start conferencing privately.