Willoughby is visiting with Marianne to check on how well her sprained ankle is healing. In the course of conversation, the two find they have much in common as they like the same music, dances, and authors. He soon becomes a regular visitor to Barton Cottage and the two of them become close.

While Mrs. Dashwood is hoping Willoughby and Marianne will soon marry, Elinor is upset by their treatment of Colonel Brandon. He still is interested in Marianne and all Marianne and Willoughby do is ridicule him behind his back. Willoughby tells Elinor he has personal reasons not to like the colonel and all her arguments cannot change his mind.

The Dashwood ladies have become very busy going to parties and also receiving visitors to their home. Willoughby is a guest at all the parties they are invited to and he lavishes attention on Marianne every opportunity he gets. To Elinor these public displays of affection are not proper and she wishes her sister would not encourage them. Marianne and Willoughby disagree and continue to be open about their feelings for one another.

Elinor finds a meaningful friendship with Colonel Brandon, even though he is still smitten with Marianne. He does understand she does not want a man who has been in love before. Elinor tries to tell him that Marianne probably will change her mind as she matures, but he doesn't want her to change.

Marianne continues to cause concern for her sister, as she announces Willoughby has given her a horse and she has accepted the gift. After explaining to her the problems such a gift would cause their mother, such as stabling and feeding the horse, Marianne agrees to decline the gift. Elinor then explains, it is inappropriate for her to receive a gift from a man she has known for such a short time. Marianne insists she knows Willoughby better than she has ever known anyone else, except her sisters and mother. That night Marianne refuses the gift and Elinor listens as Willoughby addresses Marianne by her first name and tells her the horse is still hers. Elinor now knows the two of them are engaged to be married.

Margaret is witness to Marianne giving Willoughby a lock of her hair, which she knows means they are a couple. After being questioned by Mrs. Jennings, Margret almost tells her who Marianne's young man is, but Elinor stops her, because it would not be appropriate to give out Willoughby's name.

The friends of Sir John agree to go to Colonel Brandon's brother-in-law's estate for a picnic and a day out.

The outing is cancelled because Colonel Brandon has pressing business in town. The others cannot be admitted to the estate without him. They decide to go on a carriage ride instead and in the evening to have a dance.

Marianne and Willoughby separate from the others and return last to Barton Park. Mrs. Jennings has found out they went to Allenham, Willoughby's relative's residence, by themselves. This is considered extremely inappropriate by Elinor and the others. Elinor tells Marianne even though Mrs. Smith, Willoughby's relative, was there, she should not have gone to the home. Marianne is at first defensive of her actions, but later admits she should not have gone. She is also very excited at the possibility of decorating the home to her own tastes, one day.

No word has been heard from Colonel Brandon, which causes Mrs. Jennings to speculate as to what his urgent business could be. She thinks it is either his daughter, Miss Williams, is sick or he is having money problems.

Elinor is concerned, because Willoughby and Marianne have not announced their engagement. She wonders if it is because Willoughby does not have enough money to support a wife.

One evening Mrs. Dashwood expresses her desire to renovate the cottage to make it more comfortable for the family and Willoughby becomes adamant that nothing be changed. He is so adamant that he makes her promise not to change anything and to not allow any of the ladies to change either. Mrs. Dashwood agrees to his terms and invites him to supper the next evening.

The next day after visiting with Lady Middleton, Mrs. Dashwood and her two daughters return to their cottage to find Willoughby's carriage and servant out front, when they enter they encounter a distraught Marianne. It seems Willoughby is being sent by his cousin, Mrs. Smith, to London on business and he doesn't know when he will return. It could be a year before he is back and able to see Marianne again. Elinor does not trust his explanation, she thinks he has left for some other reason. Her mother feels Mrs. Smith does not want Willoughby to marry Marianne and has forced him to leave.

Marianne is spending her days and nights crying for Willoughby. She finally, one day goes on a walk with her sisters, where she sees a man riding a horse towards them. She assumes it is Willoughby returning to her, but instead it is Edward Ferrars coming to visit Elinor.

While she is upset it is not Willoughby, she is happy for her sister. Edward is cold and reserved towards Elinor and she is angry with his behavior, but she is determined to try and treat him in a warm and cordial manner.

Marianne and Willoughby fall in love, but he is sent away by his relative, Mrs. Smith, on business. Elinor is concerned because the two never publicly announce their engagement. The two behave in a way which causes Elinor to question the propriety of their actions. After Willoughby has left, Edward Ferrars visits the family, but he is cold and reserved towards Elinor.