- In the grove of trees, Arcite finishes singing his happy song and becomes gloomy again. He returns to sighing and wishing he'd never been born.
- He's not only sad about Emily, but also that Thebes is still in ruins. Remember, he's part of the Theban nobility, and he's bummed that Thebes is still in shambles and that he's serving Theseus, the enemy of Thebes.
- Talking to himself (out loud – how convenient), he bemoans the fact that he can never again go by his true name, Arcite, and must instead be known as Philostrate.
- Arcite repeatedly cries out that Juno (Queen of the gods) has doomed the Theban nobility. Everyone but him and poor, imprisoned Palamon is dead.
- And worst of all, he's dying of love for Emily. Really, nothing else matters to Arcite but her.
- After his revealing little speech, he falls down for a while, as if he were in a trance.
- Meanwhile in the bushes, Palamon is raging mad. Since Arcite has been talking out loud and exposing all kinds of important secrets about himself, Palamon knows exactly who he is.
- Furious, he jumps out of the bushes and starts chewing out Arcite. Their argument goes something like this:
- Palamon: Traitor! How many times do I have to tell you – as my brother knight, you're sworn to help me in everything I do. Why the heck are you still trying to steal my girl? Plus, you're tricking Theseus. I'm totally going to kill you. Or I would kill you if I hadn't just escaped from prison. Right now, I don't have a weapon. Still, you can die or you can stop loving Emily. Your choice.
- Arcite: Man, if you had a weapon, I'd fight you right now and kill you. My oath to you had nothing to do with Emily. You're not the boss of me. You can't control who I love. If you're still an honorable knight, then I swear to you that tomorrow I'll meet you for a duel. I'll even bring you weapons and armor so it'll be a fair fight. Heck, I'll even bring you food and a sleeping bag so you can be in prime condition tomorrow. Whoever wins gets Emily. Deal?
- Palamon: Deal.