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Proteus stands outside Silvia's window in the moonlight. He tells the audience Silvia has been spurning his advances. She's also been reminding him of his friendship with Valentine and his commitment to Julia.
Thurio shows up with a band of musicians and they all serenade Silvia.
Julia (who is disguised as a young man) enters with the Host, who leads her over to Proteus and the musicians.
Julia is not happy that Proteus is singing to some other girl and she says as much.
Julia also learns from the Host that Proteus is in love with Silvia.
Thurio and the musicians take off. Julia watches Proteus try to seduce Silvia.
Silvia tells Proteus to get lost – he's a disloyal snake.
Proteus lies and says his girlfriend and Valentine are both dead so there's no reason why they can't be together.
Silvia promises to give Proteus a picture of her tomorrow if he'll go away and leave her alone.
Julia is devastated. She's also still wearing her disguise.