is undermined by the return of Lescaut, who then lectures the young woman ("Regardez-moi bien dans les yeux") on proper behavior. He leaves her unattended once more and she admires the three fashionably-dressed actresses, but reproaches herself ("Voyons, Manon"), unconvincingly vowing to rid herself of all worldly visions.

Des Grieux, traveling home to see his father, catches sight of Manon, and instantly falls in love. When he approaches, she is charmed by his chivalrous address ("Et je sais votre nom"), and their exchange rapidly becomes