Back at the palace, Prince Kit tells his father, the King (Derek Jacobi) about the pretty girl he met in the woods. While the King still insists that Kit must marry a princess for the good of the realm, he sympathizes with his son's desire to break the occasional tradition. However, as the King is growing increasingly ill, he believes that Kit must marry quickly and properly in order to take the throne in the near future. Kit reluctantly agrees to his father's wishes, which are seconded heartily by the king's right-hand man, the Grand Duke (Stellan Skarsgard), but suggests that the entire kingdom be invited to the upcoming palace ball instead of merely the nobility and upper-class. The King agrees, and Kit looks forward to possibly seeing Ella again. The captain of the royal guard (Nonso Anozie), who is also Kit's friend and confidante, encourages Kit's progressive thinking in spite of the King's opinions.
As Ella buys groceries in the market square, the royal crier (Alex MacQueen) announces to the gathered public that a grand ball will soon be held at the palace so the prince may choose a bride, and that all eligible ladies in the kingdom are invited. Having never been to such a luxurious affair and hoping to see Kit the "apprentice" again, Ella is excited to learn that even the serving class is welcome to attend. She rushes home to relay the news to her stepfamily, who are overcome with anticipation. Lady Tremaine immediately plans for one of her daughters to win the prince's hand and bring riches to the family again. When Ella expresses interest in going to the ball, she is scoffed at and dismissed. Ella, still not disheartened, finds an old dress of her late mother's and begins to mend it herself in preparation for the event.
On the evening of the ball, Anastasia and Drisella are decked out in their new gowns and are aflutter with excitement. Lady Tremaine is delighted that she has "two horses in the race," and is all but convinced that the family will soon be elevated to royal status. Ella descends the stairs in her mother's old dress, taking one more stab at attending the ball. Lady Tremaine and her daughters cruelly rip the dress to tatters, taunting Ella and forbidding her to accompany them. As the three women depart, Ella runs into the garden, weeping with rage and sadness.