- Our narrator admits that sometimes it's hard to tell the story of Florimell because it's just so sad.
- But, tell it he must and we return to the Witch. The monster has just returned with Florimell's girdle.
- Thinking this means that Florimell is dead, the witch happily shows the girdle to her son.
- But her son, who was in love with Florimell, is horrified and goes crazy with the thought that Florimell is dead.
- The witch, hiding herself from his anger in her magical cave, comes up with the shocking idea of crafting a Florimell look-alike that's so accurate, even Nature is jealous.
- She makes her body out of snow, the eyes of lamps, golden wire for hair, and uses one of her magic spirits to give it life.
- Since, apparently, Florimell left some of her clothes at the witch's house, she uses these to dress her and make her essentially indistinguishable from the real Florimell.
- The witch brings this duplicate to her son, who is delighted.
- One day, the son and the false-Florimell take a walk outside and run into the ever-irritating Braggadochio.
- Braggadochio is shocked to see such a beautiful woman with such a loser and easily defeats the witch's son, who's a total coward, and carries off the false-Florimell for himself, quite pleased with this accomplishment.
- As he's trying to convince her to love him, they come across a big and intimidating knight who demands to have Florimell for himself.
- Braggadochio, terrified, pretends that he's willing to fight him for her but actually turns tail and runs easily allowing the knight to scoop up the false-Florimell and ride off with her.
- Meanwhile, the real Florimell is stuck in a boat in the middle of the ocean.
- When the old man in the boat wakes up, Florimell asks him to steer them back to land, but he, amazed at waking up to find a beautiful woman in his boat, tries to assault her, soon becoming quite violent.
- Florimell, terrified, begs heaven for help and laments that no chivalrous knights are nearby to help her.
- But heaven hears her pleas and sends Proteus, the shepherd of the sea, to her aid.
- He beats the old man with his staff and endeavors to comfort Florimell, who's afraid that this new arrival is just another villain.
- Finally, he convinces her that she can trust him and gently carries her to his home—a massive, oceanic cave—while violently throwing the old man away onto the shore.
- He and his sea-nymph, Panope, try to entertain Florimell, and Proteus tries to woo her, but Florimell isn't interested.
- Proteus begins to step up his attempts, tempting her and even changing shape to look like a Fairy Knight (since that's who she says she does love)—it helps that Proteus is a shape-shifter.
- However, when none of this has any effect on Florimell, Proteus begins to get angry and uses threats to try and persuade her to sleep with him.
- Florimell, of course, is impervious to his threats and our narrator laments that he has to leave this admirable young lady in such a perilous situation while he explains what happened to Satyrane.
- So Satyrane has finished chatting with the Squire of Dames when they see an impressive-looking knight in the distance.
- When Satyrane gets closer he sees that it's Paridell and asks him what he's up to and what's going on at the Faerie Court.
- Paridell says things aren't great since Marinell is dead and Florimell is missing. Paridell explains that he and all the other knights of Faerie Land are on a mission to find her.
- Satyrane informs Paridell that he's pretty sure Florimell is dead, which upsets Paridell greatly and he demands to know why Satyrane thinks this.
- Satyrane explains he saw her horse being eaten by a monster and that he found her girdle in the forest.
- Paridell agrees that the signs are not good, but he and the two other knights agree to keep looking.
- However, the Squire of Dames suggests they find somewhere to rest since it's getting dark and so they head to a nearby castle.
- The castle, however, won't open to the knights and the Squire then begins to explain why that is… but we'll have to wait until next canto to find out.