To distract Harriet from thoughts of Mr. Elton, Emma proposes to visit Mrs. and Miss Bates. Though born middle-class, the Bateses are now poor, and in Mr. Knightley’s opinion Emma does not visit them enough. Although Emma knows that Mr. Knightley is right, she excuses herself because she finds Miss Bates’s incessant conversation tiresome and repetitive.

When Harriet and Emma arrive, they are greeted with the news that Jane Fairfax, Miss Bates’ niece, is to come and stay with them for three months. Jane has been feeling unwell and cannot accompany her friends the Campbells to Ireland, where their daughter has married. When Emma understands that Jane’s friend Mrs. Dixon is plain while Jane is pretty, and that Mr. Dixon rescued Jane from falling overboard a boat, she imagines a scurrilous attraction between Jane and Mr. Dixon.

This chapter tells Jane Fairfax’s story. Jane is an orphan because her father, Lieutenant Fairfax, died in an overseas war and her mother, Mrs. Bates’ younger daughter, died of tuberculosis soon after. Jane would have grown up in poverty with Mrs. and Miss Bates were it not for the intervention of her father’s friend Colonel Campbell, who raised and educated her with his similar-aged daughter.