As the Montoni retinue leaves Toulouse, Valancourt appears in the road and secretly hands Emily a letter assuring her of his sincere love. He warns her about Montoni again. The retinue climbs up the Alps to Italy; Emily is reminded of the beautiful time she spent in the Pyrenees with Valancourt. She composes a sonnet in her head as she contemplates the scenery around her.

The company heads to the city of Turin. Madame Montoni wants to linger in the city for sightseeing, but Montoni tells her they will stay only long enough to restock their rations. Montoni is brusque with his wife throughout the journey. As they cross Milan, Montoni dresses up as an Italian soldier and talks increasingly about warfare and violence. His behavior toward Madame Montoni worsens when they arrive at his estate, located on the grand canal in Venice. Emily marvels at the grandeur of Montoni’s palace. Montoni leaves Madame Montoni alone at home and goes away with Cavigni. Madame Montoni looks crestfallen.

Montoni and Cavigni stay out partying all night. After he returns, Montoni invites his group of friends—Signor Bertolini, Signor Orsino, Count Morano, and Signora Livona—to dinner.