- Proteus stands outside Silvia's window in the moonlight. He tells the audience Silvia has been spurning his advances. She's also been reminding him of his friendship with Valentine and his commitment to Julia.
- Thurio shows up with a band of musicians and they all serenade Silvia.
- Julia (who is disguised as a young man) enters with the Host, who leads her over to Proteus and the musicians.
- Julia is not happy that Proteus is singing to some other girl. She tells the host she's unhappy with the music because it rings false, but she let's him assume she's talking about the quality of the music or the choice of song—not Proteus's betrayal.
- Julia also learns from the Host that Proteus is in love with Silvia. And that tomorrow, Proteus is planning to give her Lance's dog, Crab, as a gift. (Seems like Proteus's romance-meter might be broken if he really thinks he's going to win Silvia over with a dog named Crab.)
- Thurio and the musicians take off. Julia watches Proteus try to seduce Silvia.
- Silvia tells Proteus to get lost—he's a disloyal snake.
- Proteus lies and says his girlfriend and Valentine are both dead so there's no reason why they can't be together.
- Silvia promises to give Proteus a picture of her tomorrow if he'll go away and leave her alone.
- Julia is devastated. She's also still wearing her disguise.
- She wakes the Host, who apparently fell asleep, and asks him where Proteus is staying. Uh-oh. Something tells us this isn't going to go well.