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Mrs. Miller tells Allworthy about her many obligations to Tom. Allworthy accepts that even the worst villains have some goodness in them, but he begs her never to mention Tom's name to him. Moreover, he resents the fact that Mrs. Miller compares Blfil unfavorably to Tom. Mrs. Miller, however, cannot say enough about Tom's beauty, goodness, and generosity. Allworthy is moved by her speech, but changes the topic of conversation to Nancy. He visits Nightingale's father to try to reconcile him to the family. Blifil and the lawyer Dowling arrive. Blifil, greatly pleased with his new friend, has made Dowling his steward.