A vagabond, who has news of Morten, is hosted at the hotel and makes an impression on one of the girls especially. Amanda and Count Ditmar return to the hotel after the funeral of the old Count, and accompanying them is Ditmar's mother, who starts to get a sense of what is going on between Amanda and Max. At the same time, a visit is expected from two reputable gentlemen, who are going to assess whether Count Ditmar is suited to replace his father in the Danish Upper House. Merchant Madsen is vigorously trying to acquire funding for his new construction project . Meanwhile Mr Frigh is becoming more and more infatuated with Mr Weyse's young student, Miss Kitty Hansen.