- Back in Padua, outside of Baptista's house, Tranio (as Lucentio) and Hortensio (as Licio) spy on Bianca and Lucentio (as Cambio) as the pair flirt with each other.
- Hortensio thinks Bianca is acting improper, so he takes off his disguise.
- Tranio (as Lucentio) gets Hortensio to agree to give up his suit for Bianca and they both swear to each other that they will never marry her. Before he runs off, Hortensio says he's going to marry the rich Widow.
- Tranio, Lucentio, and Bianca get together and laugh at how they got rid of Hortensio so Bianca and Lucentio can run off to Vegas and get married. Tranio says that Hortensio has gone to Petruchio's "taming school" to learn how to tame his future wife, the Widow.
- Biondello rushes in and says that he found the perfect guy to play the role of Lucentio's dad.
- The Pedant (meaning "teacher" in Italian, though it's not clear what his occupation is) arrives and says he's come from Mantua.
- Tranio (as Lucentio) lies and says the Pedant is up a creek without a paddle because the Duke of Padua executes all citizens of Mantua if they come within city limits. But, Tranio (as Lucentio) will help him out and let him pretend to be his father so he won't be harmed.
- The grateful Pedant agrees to meet with Baptista and says he will negotiate Lucentio's wedding dowry as if he were Lucentio's real father.