Bradley Headstone takes Charley Hexam and goes to visit Lizzie at her apartment. Lizzie sees them coming and looks uncomfortable, though she greets Charley with her usual love.
The three of them go for a walk, and Bradley breaks off with Lizzie to ask for her hand in marriage. Lizzie wants nothing to do with him, although she's kind enough to refuse politely. But Bradley is convinced that Eugene Wrayburn is the reason she's refusing and he goes nearly insane with jealousy. In fact, he's pretty rough when he grabs Lizzie by the arm and insists that she marry him. But Lizzie refuses.
After they meet back up with Charley, Charley takes Lizzie aside and curses her for rejecting Mr. Headstone's proposal. He tells her he wants nothing to do with her from now on. He is mostly angry because he has tried so hard to raise himself in the world and he wants Lizzie to try to do the same. He finds it ridiculous that she wouldn't jump at the chance to be more respectable by marrying a schoolmaster.
Charley storms off and leaves Lizzie alone, crying. Old Mr. Riah walks by and gives Lizzie his arm. They run into Eugene Wrayburn, who'd like to talk to Lizzie alone. But Mr. Riah is protective and won't leave. In the end, the two of them walk Lizzie home and head their separate ways.