Mathilde de La Mole starts crushing on Julien when she realizes that she's reached the age of many heroines in romance novels. She invites Julien to attend a duke's ball and Count Norbert brings him.
As Julien wanders around, he hears young men talking about how Mathilde de La Mole is the most beautiful girl at the ball.
Mathilde comes over to talk to him, making the young men jealous. She asks him what he thinks of the ball and he tells her he's not sure, having never been to one before. She finds him refreshing because he isn't superficial like the rest of the party.
Julien learns that there's a Spanish man at the party named Count Altamira who has been condemned to death in his own country for stirring up revolutionary sentiments. Being a free thinker himself, Julien wants to talk to this guy more than anyone. Mathilde is very aware of how little he thinks about her, and this of course just makes her want him more.