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Holofernes, Sir Nathaniel and Dull enter from dinner. Nathaniel is up to his usual obsequious (brown-nosing) tricks with Holofernes. He contrasts the schoolmaster's edifying conversation with that of Armado.
Armado seems to be a sore spot with Holofernes, who busts into a long critique of Armado's ornate communication style.
The schoolmaster and curate are showing off their Latin skills when Armado enters with Moth and Costard.
Moth is, as usual, not so respectful, and gets into a playful battle of wits with clueless Holofernes. Moth wins.
Armado invites Holofernes to take a little walk and hear his proposal. After a good bit of bragging, Armado comes out with it: the King wants him to organize a pageant. Having heard that Holofernes and Nathaniel are good at such things, he's asking for their help.
Holofernes doesn't miss a beat. They'll present a pageant of the Nine Worthies—great men in History. Nathaniel, Armado, Costard, and Moth will all have parts, and Holofernes will play three heroes himself. Dull will dance.