It's the night before Dorian's thirty-eighth birthday, and he's walking home from dinner at Lord Henry's. He runs into Basil, who's walking in the other direction, suitcase in hand. He pretends not to see him, but Basil notices. Dorian feels strangely apprehensive.
Basil apparently just came from Dorian's house, where he'd been waiting for hours.
Dorian makes an excuse for ignoring Basil and asks where he's off to. Basil's plan it to leave England for half a year and hang out in Paris until he's painted a masterpiece.
The pair reaches Dorian's house, and Basil invites himself in, saying that he's got something to say to Dorian.
Dorian vaguely tries to get Basil to leave, but Basil isn't to be stopped—he's got everything he needs for his trip, so he's in no rush.
The two men settle in Dorian's library, and Basil gets down to business: he wants to talk to Dorian about Dorian.
Basil lays it all out there—though Basil himself can't believe that someone as innocent looking and beautiful as Dorian could commit any crimes, Dorian's name has been dragged through the mud, and pretty much everyone else in London either loathes him or fears him. Rumor has it that he's ruined the lives of loads of young women and men in various ways.
Dorian revolts, saying that people gossip about how he's ruined so many of his ex-friends, but it's actually their fault—he just brings out tendencies that are already innate in people (sound familiar?).
Dorian then tries to blame it all on English society… kind of a lame excuse.
But Basil's not done—he continues to enumerate the horrible things he's heard about Dorian, who has apparently even ruined the reputation of poor Lady Gwendolen, Henry's sister. We wonder how Lord Henry feels about that.
Gravely, Basil says he thought he knew Dorian, but he obviously doesn't, for he can't see into Dorian's soul.
For obvious reasons, this comment really gets to Dorian. He laughs bitterly, and announces that Basil will see his soul tonight, since it's his own work. Uh oh—this can't possibly end up well for Basil.
Dorian is excited—and insane! He can't wait to show the portrait to Basil, and hopes that the painter will feel bad for what he's done.
Basil is understandably frightened. He begs Dorian to simply answer one question—are all these charges against him true?
Dorian smiles contemptuously, and lures Basil upstairs, saying that he has a diary in which he records all of his actions (which is kind of what the portrait is, after all). Basil agrees to go with him. Cue ominous organ music…