As the previous scene continues, she rests her head against the top of a chaise lounge chair in her bedroom, contemplating what it would be like to be in love with Armand. She abandons herself to him by raising her head to him. Arching backwards, she draws the earnest, idealistic young man toward her, lifting herself up spiritually by accepting his pure devotion. They plan to rendezvous later after all the guests in the outer room have been asked to leave:

Armand: That's right, laugh at me, perhaps your laughter will cure me. Nothing else seems to.
Marguerite: I believe you're sincere, at least. After all, when one may not have long to live, why shouldn't one have fancies? You see, I'm not laughing anymore. (She throws her neck back and beckons with her upturned lips for a kiss. They kiss.) (She offers him a camellia in her palm.) Take this and come back to me when it dies.
Armand: How soon will that be?
Marguerite: Tomorrow night.
Armand: Look. (He crumples the flower in his hand.) It's dead already. Now!
Marguerite: Now? That's impossible.
Armand: That's impossible? Send those people away.
Marguerite: I can't.
Armand: (insistently) Then I will. I'll come to you right now. It's true. You don't want to talk with anyone but me tonight.
Marguerite: If they're going, you must go too.
Armand: What?
Marguerite: Yes, come back later - alone - so there's something in that night. Go in the other room, and I'll have Nanine get rid of you all.

To assure him that he won't be left stranded as he was in the theatre when sent away to get sweets, she offers a key to her room:

Armand: How do I know you'll let me in when I come back?
Marguerite: (She goes to her dressing table, opens up a case, and holds up a key.) There. You can let yourself in when you come back.
Armand: You're an angel. I won't go, I can't. (She quickly showers his face with kisses.) Marguerite Gautier. (They kiss one final time before he leaves. She swoons backwards, and revives herself with the smell of one of her camellias)

Armand re-joins the drunken guests playing a party game in the next room. Because Marguerite is ill, the party must come to an early end. Upset that the fun and games must cease prematurely, Prudence insensitively declares: "She's always ill, when everybody's having fun." The guests parade out with the left-over food to continue the party at Prudence's place.

A half hour later, Marguerite is finally left alone, and she plays a lyrical piece on the piano while awaiting Armand's arrival. When she opens her eyes, the Baron appears unexpectedly in front of her after changing his plans to travel to Russia: "You may flatter yourself. I can't do without you." Her effete patron is quickly aware that "supper - for two" brought on a tray by Nanine has been prepared for someone else, and it makes him suspicious of her late-night houseguest. Marguerite adjusts rapidly:

Baron: Whom were you expecting?
Marguerite: You. Put it down, Nanine. I have learned never to believe a man when he says he's leaving town. Would you have something to eat?
Baron: I'm not hungry.
Marguerite: Then drink something.
Baron: Come and drink with me.
Marguerite: I'm not thirsty.
Baron: I am. (As she resumes playing, he toasts her with a tongue-in-cheek statement) Many happy returns.

When she quits playing, she encourages the Baron to take her place at the piano. He sadistically tortures her with his knowledge of her arranged affair, as she pretends casualness and they simultaneously laugh together. With a whispered order from Marguerite, Nanine is instructed to bar the front door so that Armand cannot enter with his key ("bolt the door - if the doorbell rings, don't answer it"). The love of her life is left loudly ringing her front door bell, as she stands at the side of the Baron by the piano - both of them laugh under the desperate circumstances. The scene ends with a crescendo of piano music and hysterical laughter, as they both realize they have lost love forever:

Baron: Someday, I shall get temperamental and object when doorbells ring when I'm trying to play.
Marguerite: Did the doorbell ring?
Baron: Does my music shut out the rest of the world for you? Ha, ha, ha, ha.
Marguerite: You play beautifully.
Baron: You lie beautifully.
Marguerite: Thank you. That's more than I deserve.
Baron: Oh, it's not half as much as you deserve, my dear. I'll see who it is. (She restrains him.)
Marguerite: No, I'll tell you.
Baron: Yes?
Marguerite: You won't believe me.
Baron: No, I won't. Who is it?
Marguerite: I might say that there is someone at the wrong door. Or the great romance of my life...
Baron: (repeating) ...the great romance of your life, ha, ha, ha,...Charming!
Marguerite: ...that might have been.

At the Duval farm, Armand's little sister, Marie Jeanette (young Joan Leslie in her film debut) celebrates her First Communion. Armand's protective father General Duval (Lionel Barrymore) blesses her: "God keep you always so pure and happy, my child" and proposes a toast to the happiness of the Duval family. Restless about his life, Armand confers with his father about traveling and asks to borrow a few thousands francs: "I want to travel...anywhere, everywhere. I'm tired of waiting around for the foreign office to get me a post and besides, if I ever do get one, the more I know of the world the better."

Back in Paris, Marguerite receives an angry letter from Armand, telling her that he is "going away" to begin his diplomat career. In a visit to Armand's place, Prudence confirms that Armand will be leaving the next morning, and adds: "Good. You and Marguerite are safer apart." Marguerite appears at the door - unable to wait patiently in the carriage on the street. She expresses her haunted vulnerability and their blissful love deepens when she realizes he will be leaving:

Marguerite: You wrote me an unkind letter.
Armand: What did you expect? I saw the Baron's carriage.
Marguerite: You were jealous.
Armand: Of course.
Marguerite: Armand. You do right in going away.
Armand: No, what does it matter whether I go or stay? I played the fool again and you've probably been laughing at me ever since.
Marguerite: I didn't laugh at all. I was angry because you dared write such things to me, but I didn't laugh.
Armand: You should have known it was because I loved you.
Marguerite: You know, once I had a little dog, and he was always looked sad when I was sad. And I loved him so. And when your tears fell on my hand, I loved you too all at once. Oh, all things you wouldn't understand, so that's why... (She abruptly asks a question after picking up a picture.) Who's that pretty girl?
Armand: My sister Louise.
Marguerite: Oh, and the other one?
Armand: Another sister.
Marguerite: And that's your mother, isn't it?
Armand: Yes.
Marguerite: How happy she looks. Does your father love her very much?
Armand: Of course.
Marguerite: Why, they must have been married a long time.
Armand: Nearly thirty years.
Marguerite: And they loved each other all that time?
Armand: Yes. You-you sound as though you didn't believe it.
Marguerite: It's hard to believe that there's such happiness in this world.
Armand: Marguerite. Now you've put tears on my hand. Why? (He guides her chin with his hand to look back at him.)
Marguerite: You will never love me thirty years. No one will.
Armand: I'll love you all my life. I know that now. All my life. (They kiss.)

Armand surrenders himself to her, and after a jump cut, is resting his head in her lap. He suggests going to the country to strengthen her health:

Armand: I was dreaming...of you...We were in the country alone, far away.
Marguerite: Oh, I wish we were.
Armand: Marguerite. Let me take you to the country.
Marguerite: Yes, any day you like.
Armand: No, no, I mean, let me take you for a long time till you're well and strong again.
Marguerite: Oh, what nonsense.
Armand: Why is it nonsense?
Marguerite: Because it costs money to go to the country.
Armand: I have money.
Marguerite: Yes. How much?
Armand: Seven thousand francs a year.
Marguerite: I spend more than that in a month, and I've never been too particular where it came from, as you probably know.
Armand: Don't say such things.
Marguerite: Well it's true.
Armand: Give up the Baron.
Marguerite: I must give you up. I've told you before that you should forget me. So you go on your trip around the world and put me out of your mind.
Armand: I thought I meant something to you.
Marguerite: You mean too much already. But you're young and your life is before you. You know what mine has been already.
Armand: It doesn't matter.
Marguerite: Doesn't it?
Armand: Marguerite, you need love more than you need money, just now. You need care even more than love. I can take such good care of you if you'd let me.
Marguerite: You wouldn't be happy with me.
Armand: No, probably not. Nor you with me. I'll leave Paris today.

But Marguerite can't turn her back on his promises of care and love, although she knows she must renounce her life with the Baron and risk everything:

Marguerite: I was only thinking of you, my dear. I wasn't thinking of myself.
Armand: Then come to the country with me.
Marguerite: And if I should for a little while, will you promise not to be jealous and not to think things that will make you miserable?
Armand: Yes, I promise.
Marguerite: Swear?
Armand: I swear not to be jealous of you...
Marguerite: ...if...
Armand: ...if you swear not to see the Baron again.
Marguerite: Now you see. You'll only torture yourself.
Armand: But if you swear...
Marguerite: One hour from now, you'll ask me to swear about something else. You can't be sensible, Armand.
Armand: That's true, I can't. I want too much. (He pulls her toward him, and she stiffens.)
Marguerite: (hopeful) So do I. How can one change one's entire life and build a new one on one moment of love? And yet, that's what you make me want to close my eyes and do.
Armand: Then close your eyes and say yes. I command you.
Marguerite: (surrendering) Yes, yes, yes.

Inner conflict haunts Marguerite who must tell the Baron that "she's through with him." She is resolved to leave the Baron and go to the country for the summer, although Prudence reminds her of her mounting debts and creditors and her dependence upon the Baron's beneficence. Suddenly sentimental, Marguerite is distraught: "Oh, why can't anything ever be perfect once?" The Baron appreciates her predicament, knowing that it would be self-defeating to lend her 40,000 francs to cover her debts: "Because then, you might have no further use for me." He knows her less-than-admirable scheming and cheating to be with another man, but lends her the money anyway to pay her debts before she leaves Paris - along with a slap across the face:

Baron: Living quietly two or three months in the country, alone, obeying your doctor's orders sounds an admirable idea, but extremely unlike you.
Marguerite: What can you do about it?
Baron: I can deliberately put you out of my mind.
Marguerite: Why should you?
Baron: It's become a question of either avoiding you, or taking you out of his life altogether.
Marguerite: Ha, ha. What will you do with me? Lock me up in that gloomy chateau you've got somewhere?
Baron: I might. (He grabs her to kiss her, but she leans away and smiles.) No one has to tell me. You've found a playmate for this rustic holiday of yours. It's in your face. But my consolation is, I'm well rid of such a fool. Here's the forty thousand francs you need. And this is my last act of consideration. If ever we meet again, it will be on a different basis. I never make the same mistake twice.
Marguerite: (She gently kisses him on both cheeks.) Thank you. (He slaps her. She looks after him, disappointed and hurt, and then holds the money up in her hand. A look of satisfaction gradually fills her face.)

At the beginning of a lovely, idyllic pastoral sequence with sheep, rolling hills and flowering trees, she arrives in the country at the Duval's farm/cottage, reacting: "It's heaven." [To satisfy the censors of the day, Armand is sleeping at a nearby inn.] During her dream-like time there, Marguerite and Armand often walk together in the beautiful outdoors landscape, and she experiences true happiness:

How good the earth smells. It's better than any perfume. Look. Look, I found a four-leaf clover. It's my first good luck. You know, when I was little, I used to hunt for them everywhere, thinking they would change everything.

Armand is wrongly jealous of Marguerite, who has been selling her jewelry only to help pay for the wedding dress and small dowry of her friend Nichette. They arrange to have Nichette's wedding at the farm. During the ceremony between Nichette and Gustave (Russell Hardie), the vows have special significance for Armand and Marguerite. Nichette is graciously thankful for all the beautiful things Marguerite has done for her. After the reception, Prudence complains about the effects of all the alcohol and frivolity:

Wine used to go to my head, and make me gay. And now it goes to my legs and makes me old.

Also, Armand is moody about how he cannot provide for his love like the extravagant Baron. Her love of luxury being a barrier, she assures him of her depth of love that now overshadows her love of money:

Marguerite: Are you going to spoil a day like this by being jealous?
Armand: No, of course not, only I always know he's there.
Marguerite: But I'm always here. Don't ever leave me.
Armand: I never will. But you? I can't bear ours someday to end, Marguerite.
Marguerite: Nor I.
Armand: Could you go on living like this?
Marguerite: I couldn't live any other way now.
Armand: Listen, I've written my father asking him to turn my money over to me.
Marguerite: Oh why?
Armand: So I can make plans for our future. And you won't have to live in two rooms five flights up like Nichette either. You'll have a little house and a garden all your own. I'm leaving for Paris tomorrow to see the lawyer who made my grandfather's will.
Marguerite: Do you know what I asked Prudence to do tomorrow?
Armand: No, what?
Marguerite: Sell everything, pay everything so I could take a flat like Nichette's with what I have left.
Armand: Really? You mean you'd give up everything for me?
Marguerite: Everything in the world. Everything. Never be jealous again. Never doubt that I love you more than the world. More than myself.
Armand: Then, marry me.
Marguerite: What?
Armand: I married you today. Every word the priest said was meant for us. In my heart, I made all the vows to you.
Marguerite: And I to you.
Armand: Then...
Marguerite: No, no, that isn't fitting. (poetically) Let me love you. Let me live for you. But don't let me ask any more from Heaven than that - God might get angry.