The Dedlocks entertain the numerous cousins of Sir Leicester Dedlock who are in the main poor and indigent. When the 60-year old cousin Volumnia Dedlock, whose marks of distinction are her heavy applicattion of rouge and her obsolete pearl necklace, marks of distinction Sir Leicester regards with silent derision, compliments Lady Dedlock for having found such a youthful and pretty girl as Rosa to be her personal hand maid, Lady Dedlock gives the credit (of having found Rosa) to Mrs. Rouncewell, Chesney Wold's longtime housekeeper.
The mention of Mrs. Rouncewell prompts Sir Leicester Dedlock to mention Mrs. Rouncewell's son Mr. Rouncewell who is to appear very shortly to discuss a matter concerning Rosa before he departs to Northern England. Presently, Mr. Rouncewell appears, and he states his case concerning Rosa. One of Mr. Rouncewll's son is in love with Rosa, and, providing the feeling is mutual and they decide to marry, Mr. Rouncewell would have Rosa move out of Chesney Wold should Lady Dedlock have no objections at parting with Rosa. Alas, it is Sir Leicester Dedlock who objects, and he objects vehemently on the grounds that Mr. Rouncewell regards Chesney Wold a place unfit for any to the Rouncewells to stay on indefinitely. Indeed, if he had had his druthers, Mr. Rouncewell would remove his mother, the Dedlocks' most faithful servant, from Chesney Wold. As far as Sir Leicester is concerned, if Rosa wants to stay at Chesney Wold, Mr. Rouncewell has no right to force her to leave even if she decides to marry Mr. Rouncewell's son. Unperturbed, Mr. Rouncewell departs but not before declaring his intention to dissuade his son from marrying Rosa.
Presently, Lady Dedlock retires to her boudoir. There she engages Rosa, asking her whether she is in love with Mrs. Rouncewell's grandson and whether she would prefer to move out of Chesney Wold. Rosa assures Lady Dedlock that she prefers to stay, and though she is very fond of Mrs. Rouncewell's grandson, she can't say for sure if she is in love. When Lady Dedlock assures Rosa that she will accommodate Rosa in any way to secure her happiness, Rosa weeps in gratitude.
The next day, Sir Leicester Dedlock's cousins disperse to their respective homes.