Philip excuses himself to Baroness Kniebreche for a few minutes, to move around among the guests. He comes upon Lübbener and Schieler in a corner, addresses Lübbener as "Dear Hugo," and tells him that this splendor is all due to him. At the close of a laudatory speech in honor of Philip, an officer, whom Lübbener has ordered, comes in to arrest Philip. Philip seizes Lübbener by the wrist, telling him he shall pay for it. Philip and the officer, Müller, leave the company and go upstairs, that Philip may change his clothes. They pass through one room after another until they reach Philip's bedroom. While Philip changes the officer sits and waits; he hears a rustle, but suddenly all is quiet. The time grows long. He goes to the door, only to find Philip gone and himself a prisoner. It is announced that Philip has had a stroke. The police rescue the officer. The ball breaks up. Ottomar quarrels with Wallbach, and is to give notice in the morning. Antonio is in evidence and threatens to stab Ottomar, but Bertalde interposes.
Von Wallbach writes to the General that he cannot accept Ottomar's challenge to a duel until Ottomar can clear his record of the reported scandal. Captain von Schönau offers to help the General pay Ottomar's debts, but Colonel von Bohl comes to inform the General that Ottomar's notes are all forged, that Giraldi had been paying Ottomar's notes as they came due, and promised to pay the twenty thousand, but had drawn the half million from the bank, and left during the night for Warnow. The General, instead of signing the order to pay Ottomar's debts, tears it up, sends Ottomar one of his brace of pistols, and loads the other to shoot the devil who lured his son into shame.
Ottomar is at the lodging of Bertalde, who goes to fetch Ferdinande. Ottomar plans to go to America, which Bertalde says is all nonsense. She declares Ottomar is not going to leave her room, and that Ferdinande shall stay with him—"these men act like children with their silly honor." Ferdinande writes a note to her father, and gives it to Cilli to deliver.
Cilli finds Uncle Ernst in a bad state of mind, but his heart warms as he sees the blind girl, who delivers the letter and pleads for Ferdinande. She starts home by way of the studio, and kneels down before Justus' statue of Mieting.
Justus and Mieting are looking for furniture to set up housekeeping, and find a bargain at Isaac Lobstein's. On the way back they chat of all sorts of things, and speak of Cilli, for whom, Mieting says, they must provide, because Justus would have married her if she hadn't been blind and he so ugly! They return to the studio and find Cilli dead before Mieting's bust.
The General is at the station to take the train for Sundin on the way to Warnow. The storm has interfered with traffic, and the General is frantic. Uncle Ernst is likewise waiting for a train to Sundin. He has engaged a special, and invites the General to ride with him. Uncle Ernst pours out his soul to the General, and pleads for the children; but the General replies that all are biased by tradition in judging their fellowmen. The special train for Uncle Ernst is announced. A message from Else is handed to the General: "Come by the next train. Fearful storm. Shall perhaps have to go to Reinhold. Aunt will then be left alone with the terrible man. Come for my sake, for Ottomar's sake, for Aunt's sake, who has thrown herself on our protection. Everything is at stake. Else."
Madame von Wallbach insists upon going home, as Carla is committed to Golm, and they can no longer be the guests of Ottomar's friends. But Valerie cannot send them, because she wishes to accompany Else to Wissow Hook. The tenant, Damberg, repeats Reinhold's statement that "if the wind comes from the east there will be a bad storm flood." Valerie starts for Wissow. As they hear the surf breaking on the dunes, Else shrinks at the thought of Reinhold being in such peril. Valerie comforts her.
Giraldi arrives at Warnow, much the worse for the stormy journey. Madame von Wallbach tells him what he is, and what she thinks of him, and informs him that Valerie is going to look out for Else and Ottomar and will them her property. He is disconcerted by the calm disclosure of his schemes by what he has hitherto thought an insignificant woman. He bribes François to spy for him secretly, and sends him to Valerie in Wissow with a letter, charging her with having fled from him, and demanding that she return by six o'clock. Giraldi rages about the weather, "made for barbarians," while the storm shakes the castle. Count Golm sends back his jockey to get a handkerchief for Carla, while he and Carla ride on over the dunes toward the sea. The jockey declares that they will not be heard from before tomorrow, as he knows the Count and his wiles.
As the jockey rides back the Count begins his game, kisses Carla, and disarranges her hat; he excuses his conduct, as this is the first time he has been alone with the prettiest girl in the world. Carla is intoxicated with delight, and, as the Count suggests they may have to remain alone, she replies: "An eternity—with you!" She makes him swear that he will declare their engagement in the presence of Valerie, Else, and Giraldi, and will marry her within four weeks. He swears, with reservation, by his honor, but begins to ponder the bargain. Carla throws herself impulsively into his arms exclaiming: "With you. With you! Take me, take me! I am yours, yours, yours!" The Count is now bent on the boldest plunge of all; he rides for the inn at Ahlbeck, where they can spend the night. As they reach the village, all is confusion in the streets. The people are rushing from the houses, crying, howling, raging. The Count rides over a woman; the mob rush after him with curses, clubs, sticks, and knives, while Carla rides on over the dune. When the Count finally reaches her she has discovered his character, and is silent. They seek shelter at the house of Pölitz, who shouts to the Count—"Away with your butchery!" Carla finally falls to the ground and cries—"Wretch! Go away with your butchery!" The Count is undone, and weeps like a child.]