- The Duke of Milan assures Thurio that Silvia will love him now that Valentine is out of the way.
- Thurio whines that Silvia hates him even more now that the love of her life has been banished.
- Proteus enters with news that Valentine is gone.
- The Duke asks Proteus for advice about how to make Silvia forget Valentine.
- Proteus has an idea—he'll talk smack about Valentine whenever Silvia is around. That way, Silvia will be tricked into thinking that Valentine must be a bad guy if his best friend talks trash about him. Of course, this doesn't guarantee that she'll automatically start loving Thurio, as the Duke wishes...
- Thurio jumps in and says that while Proteus talks down Valentine, he should also be talking up Thurio, just to make sure Silvia's love is rerouted his way.
- Proteus says sure, and advises Thurio to recite love poetry to Silvia if he wants to win her heart. Oh, and Thurio should also serenade her outside of her window every night with a band of musicians. (In other words, Proteus is encouraging Thurio to stalk her, which Silvia will hate.)