- At the Duke's court in Milan, Thurio asks Proteus to tell him what Silvia thinks of him. Proteus answers him with what sounds like praise, but could be interpreted in less than favorable terms. Which is what Julia, who is standing nearby as Sebastian does.
- For every compliment Proteus giveThurio, she offers an alternative (and unfavorable) interpretation.
- She does it in asides, muttering the insults so that the audience can hear her, but not the characters on stage with her.
- The Duke storms in and announces that Eglamour and Silvia have run off to find that loser Valentine. Everyone should grab their gear and horses so they can help track down the runaways.
- Thurio says he'll go along, but more to punish Eglamour than for any love of Silvia.
- Proteus plans to go for his love of Sylvia, not any anger with Eglamour.
- And Julia? She's going to mess up Proteus's plans.