Once again, fascists are chasing Englishmen through the streets. Anish is struggling to continue running, but a glimpse of the beating awaiting him if he’s caught pushes him onward to the waterside with the stylish anti-fascist whom he and Lucian met before. They escape capture by hiding in a boat; Lucian lost them and hid in a doorway.
Lucian comes home to the hotel to find Pelham Wingfield returning to his room: he has been stealing money from the hotel, not that Lucian realizes. Paola won’t let Lucian sleep with her tonight.
Anish is more lucky in love: as he leaves the Italian anti-fascist, the man kisses him.
The next day, most of the young guests are hungover from their party. To Bella’s surprise, the buttoned-up Lady Latchmere wasn’t offended by the ribaldry; in fact, she wishes her niece Melissa had been there to join in. She is trying to be more “modern” like Bella, who continues to be kind: she gives Latchmere a bouquet with a card referencing the lady’s son who was killed in the war.
Rose is especially ill from the drinking, and in the cold light of day tells Lucian that she can’t join him and the others on a boat day that they planned last night. He confides that he also knows what it’s like to disappoint his parents, given his father’s disinterest in him, but asks Rose to at least ask her mother if she can go on the trip. She agrees—until she sees Julia’s disapproving look.
Julia has had her own conversation about Rose with Bella, who is worried that Rose isn’t ready to marry. But Julia takes a cold, practical view of marriage: it’s all about money and connections. You and I both know that love doesn’t trump money, she tells Bella.
Pelham Wingfield knows the importance of money. He can’t pay his bar bill, let alone lodging, he tells his wife Lizzie—he lost a substantial sum from his father wagering on himself in a tennis game. He has a plan, but Lizzie must be ready to leave quickly.
In the meantime, she’ll enjoy the ocean with Lucian, Claudine, and Roberto. Constance is also along for the trip, to carry and set up food. Claudine has lent her a swimsuit for the occasion, to Betty’s alarm. The cook worries for Constance, who takes umbrage at the warning: you blame me for what happened to me, just like everyone else, she accuses Betty. I’m tired of living in fear that what I wear or do will be misconstrued. Betty backtracks and hugs Constance.
The swimsuit impresses the others, especially Roberto, who has been rejected by Claudine—their dalliance was a one-time thing, she tells him. Lucian is buried in drawing, however, and doesn’t notice Constance until she asks him to swim with her. They share a bit about themselves and nearly kiss in a hidden-away cave, but Lucian pulls himself back. As they dry off, Constance notices Lucian’s scarred back and gasps before quickly leaving, embarrassed.
Once again, Anish is going further than his friend. While sitting at a café, he receives a note: follow me. He looks up and sees the anti-fascist, follows him, and is pulled into a room, where they passionately kiss and then sleep together. The anti-fascist is leaving for Turin soon, to more actively resist Mussolini; he suggests that Anish join him.
The fascists cause plenty of problems even in Portofino: Bella has been paying Danioni to prevent his meddling in her life and business, but she stands up to him and tells him she will give him no more money.
Cecil is about to come into money, he tells Julia as they negotiate “terms” of their children’s marriage. He tells Julia that he will give the newly married couple an income until Lucian can support himself.
The hotel has begun to make a profit, as Alice tells Bella: the tea party was successful. Alice is upset to always be overlooked, both by her brother—she wasn’t invited to the ocean—and her father. She has attracted someone’s attention, however: she receives a bejeweled bracelet in the mail. Bella guesses it’s from Count Albani, so Alice tells him that she cannot accept. He says he will tell his son Roberto; he sent it.
During cocktails that evening, Cecil reveals the painting from his grandfather, which Jack has authenticated in writing as a Rubens. Lucian and Constance both admire it; he is impressed by her eye. He apologizes that she saw his scars, but she responds that everyone has scars. Not you, he replies; you are perfection.
Billy slips Anish a note with an address, telling him he got it from a friend, along with a package of anti-fascist fliers—Anish is supposed to take the pamphlets to the address. Constance sees them, and urges Billy to hide them. He says he’ll put them under Lady Latchmere’s bed. An Italian butler overhears.
Cecil insists to Jack that that same butler doesn’t speak English, as he gives Jack an advance of 50,000 pounds on the 100,000 they think the painting will sell for. Jack will keep the painting locked in his room overnight—he leaves it and a pistol with Claudine as he goes to have a celebratory cigar with Cecil.
But Claudine has her own appointment: to help Lizzie, who just wants a baby from the uninterested Pelham, to entice her husband into bed.
Alice now believes Roberto is interested in her, and thanks him for the gift. He speaks little English and is aloof, but eventually picks up some meaning and kisses her hand. Melissa suggests that the Count might have to speak for Roberto, given the language barrier.
Danioni is a master of suggestion in either Italian or English. He returns a hotel towel to Cecil, telling him it was with a stolen bike at an illegal political gathering. He has gathered that the bike was taken on behalf of Billy. He leaves Cecil to deal with the boy—and also with a letter that he claims to have found on the street, relating to Bella. It’s to her father’s accountant.
Upstairs in the night, a hand unlocks the door of Jack’s empty room.