- Our narrator observes that there were so many guests at Proteus' house that he just doesn't have time to list them all.
- Cymodoce, the mother of Marinell, does attend, but Marinell cannot because his father is mortal, so he hangs out outside of Proteus' house anxiously pacing.
- Suddenly, he hears the sad voice of Florimell from deep inside a cave telling her miserable fate and story to no one in particular.
- The voice complains about her imprisonment and the unrelenting nature of her captor, and begs the gods to send her love, Marinell, to her rescue.
- Marinell is suddenly struck with pity, and soon love, hearing this, not something typical for him, and he wants to help her but can't find a way of getting to her.
- He wonders if he should ask Proteus, fight with Proteus, or just secretly steal her away, but even the latter option seems impossible.
- Despairing he begins to chastise himself for not loving her, and when he sees that the banquet is over, he is even more distressed at having to leave her imprisoned.
- And soon he is overcome with love-sickness, and loses all his former energy and becomes lethargic and pale.
- His mother becomes concerned and wonders if Typhon didn't heal him as thoroughly as he had seemed to, but it becomes clear that something else that she can't identify is plaguing him.
- Desperate, she finally goes to the god Apollo who tells her that Marinell is obviously in love.
- This is not the news that Cymodoce wants to hear, and she at first scolds Marinell for falling in love when he wasn't supposed to.
- But soon, she begs him to just tell her who it is that he wants, and figures that he must be in love with a nymph, which, technically, isn't a woman, so the prophesy that a woman will harm him might not apply.
- But no luck, he tells her it's Florimell, who is definitely a woman, and Cymodoce goes back to panicking.
- Finally, however, she decides that Marinell will die if she doesn't find a way to bring Florimell to him.
- She knows that Florimell is Proteus' prisoner, and instead of taking it with him, she goes right to the top: Neptune.
- She begs him to help her against a tyrant who has put her son's life in jeopardy, but Neptune wants her to be more specific, so she explains that Proteus is holding Florimell captive, and that Marinell loves Florimell.
- Neptune agrees to release her, and Cymodoce heads straight to Proteus to deliver Neptune's command.
- Proteus isn't happy about it, but he doesn't want to anger Neptune, so he hands her over to Cymodoce.
- Cymodoce takes her straight to Marinell, who starts to recover the instant he sees her, and she too is filled with joy to see him.