- We learn that Gwendolen and her family had only lived at Offendene for a year before the previous scenes at Leubronn. We learn that Gwendolen's family is comprised of her, her mom, and her four half-sisters.
- We learn riveting details about Offendene: namely that it is an old brick house and that the stones around the windows "encouraged a greenish lichen" (3.3.)
- The narrator tells us that these ladies have been on their own ever since Gwendolen's step-dad, Captain Davilow, died. When he was alive, he tended to be away a lot. Gwendolen has been used to moving around pretty frequently.
- We learn that Gwendolen doesn't know a whole lot about her own dad, except that his family didn't really like her mom.
- Gwendolen remembers a moment when she was twelve. She asked her mom why she had to go and get remarried. Mrs. Davilow told her she had no feeling. Ever since then, Gwendolen has been too ashamed to ask about her dad.
- The narrator tells us of another moment that Gwendolen feels guilty about: her mom was sick and asked her for painkillers, but Gwendolen was already in bed and refused. Her mom never said anything to her about it.
- Also, Gwendolen once strangled her sister's pet canary to death because its singing interrupted her own singing.
- We learn that Mrs. Davilow's brother-in-law, Mr. Gascoigne, secured Offendene for them.
- Gwendolen tells her mom that Offendene is just fine, but sort of puts her foot in her mouth by saying that they don't need to be "ashamed" of living there.
- Gwendolen and her sisters check out the house.
- Gwendolen calls her mom over – she finds an organ (as in an instrument – not a kidney). She then admires all of the old-fashioned décor of the room.
- Isabel calls Gwendolen over. She has found a painting behind a hinged panel.
- Gwendolen checks it out – it's a picture of an upturned dead face with another figure running away from it.
- Gwendolen is startled and locks it up. She tells everyone that it should never be opened again.
- Gwendolen admires herself in the mirror and complains to her mother about how her nose is too happy-looking. No, really.
- Mrs. Davilow sighs about the misery that exists in the world, and Gwendolen reprimands her for being a downer.
- Gwendolen and Mrs. Davilow talk about happiness, and Gwendolen talks about how it's a bummer that she's going to have to be married and dull some day. Mrs. Davilow tells her that marriage is the only happiness in a woman's life.
- Gwendolen says she's determined to happy.
- Then she tells her mom that she always makes Gwendolen do things she doesn't like, such as tutoring her younger sister Alice. She tells her mom that Alice is ignorant.
- Mrs. Davilow asks Gwendolen to be nice to her cousin Anna, who we're about to meet.
- Mr. and Mrs. Gascoigne, who are Gwendolen's aunt and uncle, and their daughter, Anna, show up. Gwendolen is "resolved that they should admire her" (3.52).
- We learn about Mrs. Gascoigne. She's Fanny Davilow's older sister. Mrs. Gascoigne has done pretty well for herself in marriage, in contrast to Mrs. Davilow.
- We learn more about Mr. Gascoigne, including that his name used to be Gaskin. He's a clergyman.
- Gwendolen is happy to have a dignified male relative like Mr. Gascoigne.
- We meet Anna, who is shorter and plainer than Gwendolen. Mr. Gascoigne points this fact out, just in case it wasn't obvious to everyone around.
- Anna and Gwendolen discuss their siblings. Gwendolen is jealous that Anna has brothers. We learn that Rex will be coming home before Christmas. Anna tells Gwendolen that she thinks Gwendolen will like him.
- Anna talks about how she's not as much a tomboy as she used to be, but she also doesn't like going out all that much.
- Anna gives Gwendolen the skinny on the people who live in the area.
- The family eats dinner. Mr. Gascoigne tells everyone that he's going to get Gwendolen into the local archery club.
- We learn about the Arrowpoints, who live at Quetcham Hall and apparently throw swingin' parties. Apparently, Mrs. Arrowpoint is kind of weird but her daughter is nice.
- Gwendolen orders her mom to talk to Mr. Gascoigne about getting her a horse. Mr. Gascoigne is like, "um, it's kind of expensive." So then Mrs. Davilow is like, "I don't spend that much money, and besides, instead of getting expensive tutors, how 'bout we just have Gwen tutor the girls?" and Gwendolen looks at her mom like, "Oh, heck no."
- Mrs. Gascoigne tells them they couldn't even afford to get Anna a horse, and she's their daughter for crying out loud.
- Mr. Gascoigne says he'll think about it – after all, Gwendolen is a pretty young thing and would look nice on a horse.
- Later that night, Mrs. Gascoigne tells her husband he should have been firmer about not giving Gwendolen a horse.
- Mr. Gascoigne says that Gwendolen is worth some expense because she's a good-looking lady who would probably be able to find a good husband if she had the right accessories (like a horse, for instance).
- Then Mrs. Gascoigne tells her hubby that she's worried that one of their sons will fall for Gwendolen (marrying your first cousin was OK then).
- Mr. Gascoigne tells her not to worry about it. This of course leads us to believe that one of their sons will fall for Gwendolen in a serious way.