The third episode begins with Colin dreaming about a passionate kiss with Penelope. Upon waking, he is visibly flustered, especially when her name is mentioned at breakfast. Meanwhile, Queen Charlotte and Lady Danbury discuss finding a suitor for Francesca, with Lady Danbury distracted by news of an unwelcome visitor.
At the Featherington house, Penelope and Eloise reconcile over Lady Whistledown's critical paper, but their friendship remains strained. Later, Penelope and Colin have an awkward encounter in the park, where she ends their romantic lessons to avoid disgracing his family.
At a ball, mothers gossip about Lord Debling, the eligible bachelor, as Colin and Penelope exchange glances. Penelope bonds with Lord Debling, unfazed by her recent scandal, but Colin becomes jealous. Cressida also shows interest in Lord Debling, hinting at future rivalry with Penelope.
During a hot air balloon event, Colin heroically prevents an accident, but Lord Debling's protective actions towards Penelope intensify Colin's jealousy. Cressida, undeterred, feigns an injury to gain Lord Debling's attention.
At another ball, Francesca rejects a suitor's desire for a large family, while Cressida competes for Lord Debling's affections. Penelope seizes the opportunity to connect with Lord Debling, encouraged by Colin's words on courage. Colin, inspired by his mother's advice, nearly confesses his feelings to Penelope but is interrupted by Lord Debling.
The episode ends with Colin contemplating whether he will ever reveal his true feelings to Penelope.
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