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In Milan, the Duke sends Thurio out of the room so he can have a private conversation with Proteus.
Proteus then tattles on Valentine for planning to elope with the Duke's daughter. What's worse, Proteus acts like he's betraying Valentine's confidence because the Duke has been such a generous host.
We learn that the Duke wants Silvia to marry Thurio and that he has suspected all along that his daughter is secretly dating Valentine.
Proteus asks the Duke not to tell Valentine where he got his information and runs out of the room as Valentine enters.
Valentine is on his way to Julia's window but the Duke stalls him. The Duke says Julia's a disobedient child and he's thinking of turning her out onto the streets without a dowry.
That doesn't scare off Valentine so the Duke resorts to lying about being in love with a woman who is engaged to another man. Valentine advises him to elope with her, which basically confirms his own intentions to elope with Silvia.
The Duke lifts up Valentine's cloak and finds a rope ladder and a love letter to Silvia.
Furious, he tells Valentine to scram and then storms out of the room.
Valentine is left alone on stage and delivers his famous "What light is light if Silvia be not seen" soliloquy. (It's all about how life isn't worth living if he can't be with Silvia.)
Brain Snack: If you've seen the movie Shakespeare in Love, you watched Gwyneth Paltrow recite these lines at an audition for Shakespeare's play Romeo and Juliet. If you want to see it, go to "Best of the Web" for a links to video clips.
Proteus and Lance run in and Proteus delivers some bad news: Valentine has been banished. If he's caught in the Duke's court, he'll be put to death.
Proteus says that Silvia begged her father to relent but the Duke wasn't hearing any of it.
Proteus, who wants Silvia all for himself, advises Valentine to flee. He offers to deliver Valentine's love letters to Julia, since he's such a great friend and all.
Valentine is crushed.
Proteus offers to escort Valentine to the city limits. (What a good friend.)
Lance enters the stage alone.
He admits to the audience that he's fallen in love with an unnamed woman and then makes a ridiculous list of her excellent traits: she's better than a hunting dog and a horse because she can do chores around the house. (If you want to know what we think of this, check out "Quotes" for "Marriage.")
Speed enters and helps Lance with his list of the mystery woman's virtues and vices. Lance and Speed argue about whether or not her "slowness in words" should be listed as a "vice" or a "virtue." (This is a sexist joke – the so-called ideal woman was supposed to be virtuous, obedient, and silent.)