Act II. Salon in the house of _Herr von Faninal_. This lately ennobled

_nouveau rich_ considers it a great distinction that the _Baron von Lerchenan_, a member of the old nobility, should apply for the hand of his daughter. That the _Baron_ only does it to mend his broken fortunes does not worry him, although his daughter _Sophie_ is a sweet and modest girl. Inexperienced, she awaits her suitor in great agitation. Then his proxy, _Octavian_, comes with the silver rose to make the preliminary arrangements for his "cousin," _Baron von Lerchenan_. _Octavian_ is smitten with the charms of the girl. She, too, is at once attracted to the handsome young cavalier. So their conversation imperceptibly has drifted into an intimate tone when the real suitor enters. His brutal frankness in letting _Sophie_ comprehend that he is condescending in courting her, and his rude manners thoroughly repel the girl. _Octavian_ meanwhile is boiling with rage and jealousy. The girl's aversion to the _Baron_ increases. The two men are on the point of an outbreak, when _Lerchenan_ is called by a notary into an adjoining room where the marriage contract is to be drawn up. _Sophie_ is shocked at what she has just experienced. Never will it be possible for her to marry the detested _Baron_, especially since she has met the gallant _Octavian_. The two are quick in agreeing. _Sophie_ sinks into his arms.

At that moment there rush out from behind the two large chimney pieces that adorn the room, the intriguers, _Valzacchi_ and his companion _Annina_, whom _Lerchenan_ has employed as spies. Their cries bring the _Baron_ from the next room. The staff of servants rushes in. _Octavian_ tells the _Baron_ of _Sophie's_ antipathy, and adds taunt to taunt, until, however reluctant to fight, the _Baron_ is forced to draw his sword. In the encounter _Octavian_ lightly "pinks" him. The _Baron_, a coward at heart, raises a frightful outcry. There ensues the greatest commotion, due to the mix-up of the servants, the doctor, and the rage of _Faninal_, who orders _Sophie_ to a convent when she positively refuses to give her hand to _Lerchenan_. The latter, meanwhile, rapidly recovers when his wound has been dressed and he has drunk some of _Faninal's_ good wine.

_Octavian_ is determined to win _Sophie_. For that purpose he decides to make use of the two intriguers, who are so disgusted by the niggardly pay given them by the _Baron_, that they readily fall in with the plans of the brilliant young cavalier. After the crowd has dispersed and the _Baron_ is alone for a moment, _Annina_ approaches and hands him a note. In this the _Princess's_ chambermaid promises him a rendezvous. _Lerchenan_ is delighted over the new conquest he believes himself to have made.