Kent, the loyal advisor Lear exiled back in Scene 1, enters Goneril's castle disguised as a down-and-out peasant, "Caius." He speaks in a strange accent so no one recognizes his voice.
Kent lives to take care of Lear, and he's determined to do it even if Lear has treated him terribly.
Lear enters with his rowdy entourage and orders one of his attendants to hurry up and fix his dinner. (Gee, we have no idea why Goneril's been complaining about her father. He sounds like the perfect houseguest.)
Kent—who now goes by the alias "Caius"—convinces Lear with a bit of banter that he's a good guy and should be allowed to join Lear's entourage.
Lear sends Oswald, Goneril's steward, to go find his daughter.
The King abruptly calls Oswald back, but Oswald ignores him. The insolence!
A knight then enters and reports that Goneril says she isn't well.
Lear is miffed that Goneril and Oswald have blown him off and the knight confirms that everyone in Goneril's castle seems to be being kind of rude and cold lately.
The knight believes Lear isn't being given his due as the King, not by any of the castle servants, and definitely not by Goneril or her husband, the Duke of Albany. Lear reveals he was thinking along these lines already, but had dismissed it as his own imaginings.
Lear asks for his Fool again, whom he says he hasn't seen in two days. The knight reports the Fool hasn't been the same since Cordelia left for France. Although Lear has noticed this also, he doesn't want to talk about it.
When Oswald comes back, Lear, still smarting from being ignored, demands that Oswald tell him just who he thinks he's talking to. "My lady's father," Oswald replies. This is not an acceptable answer, as Lear is still the King, which, to Lear, is a more important label than "parent."
Lear is livid. He may have given up his title, but he still thinks he should be treated like the most important person in the room.
Lear and Kent proceed to rough up Oswald—Lear smacks him and then Kent trips him up and calls Oswald a "football player," which is British lingo for "soccer player," a game that was low-class in Shakespeare's day.
The Fool—Lear's own personal comedian—comes in and starts making jokes. The Fool doesn't hold back—at all. (He's literally got a license to say whatever he wants and, despite being called a "Fool," he's incredibly wise.)
The Fool jumps right into mocking Lear for giving away his kingdom to Goneril and Regan, and for leaving his one good daughter, Cordelia, out of the mix.
According to the Fool, this was a bad idea that Lear can't really be punished for—except in mocking, and the Fool is taking care of that quite well.
He suggests that Lear's pitiful position now is his own fault—after all, he made his daughters into his mother, basically handing them a stick and pulling his pants down for a spanking.
The Fool has a lot more fun at Lear's expense, calling him a fool and making clear that he values Cordelia above Goneril and Regan, who are bad seeds.
The Fool laments that there's no need for fools when wise men are foolish. Nobody else could get away with saying stuff like this to Lear except the Fool.
Goneril comes in to scold Lear for letting his entourage get out of control. She claims his hundred knights are always loud and riotous, and that with the way he's been behaving lately, she worries he's actually encouraging this bad behavior.
History Snack: King James I of England (the guy on the throne when Shakespeare wrote King Lear) was notorious for creating hundreds of knights during times of peace, which was quite the scandal. G.P.V. Akrigg notes that "during his first six weeks in England he created at least 237 knights […] By the end of his first year the new king had created 838 new knights" (Jacobean Pageant, 233). Is it possible that King Lear's hundred rowdy knights is Shakespeare's way of making a reference to James' practice of knighting men indiscriminately?
She threatens her father, suggesting that the state's obligations to the public good might require that Lear be punished for enabling this bad behavior.
Lear is shocked that his daughter has the nerve, the audacity, indeed, the gall to tell him what to do, and to threaten him. She clearly doesn't remember who she is—and what she owes him.
"Are you our daughter?" Lear asks. FYI: Lear uses what's called the "Royal We," which means he refers to himself in the plural (we, our, etc.) instead of the singular (me, my, etc.).
Things escalate further, and Goneril declares her house has lately rivaled a tavern or a brothel, as Lear's knights are so drunk and rowdy.
Goneril insists the situation requires immediate attention, and that Lear's entourage should be reduced significantly, either by Lear's command or hers. The only part of the entourage Goneril will allow to remain by Lear should be like him: quiet old people.
Infuriated, Lear declares Goneril to be a "degenerate bastard" and announces he still has one daughter left (given that he's banished Cordelia.)
As Lear demands that his horses be prepared and his entourage gathered to leave, Goneril continues to act rudely toward her father.
Her husband, Albany, comes in during the middle of the fight, curious about what is going on. Lear calls Goneril a liar—he refuses to believe that any of his entourage misbehaved in any way.
Importantly, Lear also admits that, when compared to Goneril's bad behavior, Cordelia's small fault is put in perspective.
He realizes his decision to banish Cordelia was contrary to his very nature (and implicitly, his love for Cordelia), and blames his head for letting foolishness in at the same time judgment went out.
Finally, Lear calls upon the gods to make Goneril barren as punishment for the way she treated him.
If not, he yells, he hopes she'll have a mean and nasty daughter who will treat her like garbage and cause nothing but misery for Goneril.
Anyway, Lear hopes that Goneril "may feel / how sharper than a serpent's tooth it is / to have a thankless child."
Lear storms out, storms back in, and yells some more, especially because Goneril has dismissed fifty members of his entourage. Lear tells Goneril that everyone at Regan's house will treat him like a king, not just like someone's elderly relative.
Then he finally exits, for real this time, leaving Goneril's husband confused about the fight, which he missed.
Goneril turns to her husband and says, "Can you believe him?" But when he tries to answer she shushes him. She's just spotted the Fool and she wants to be sure to send him away, too.
After getting rid of the Fool, Goneril says they have to do something about her father. He can't be wandering around with a hundred soldiers ready to act on his next senile whim.
Albany thinks she might be exaggerating a bit, but Goneril says she'd rather be safe than sorry.
Goneril sends Oswald off with a message to Regan, her sister, informing her about the fight. It seems she is plotting.
She says her sister is on her side, and she's got to make sure Regan doesn't take care of Lear when Goneril herself has turned him out, because this would make Goneril look bad.
Goneril instructs Oswald to explain her reasoning while delivering the letter, and to feel free to add any juicy bits he thinks will keep Regan on their side.
Goneril then tells her husband she's not upset with him for suggesting that she treat her father with more kindness, but she thinks he's being naive.
Albany says he can't be sure—maybe she sees more than he does. But he knows that often when people try to make a situation better they wind up making it worse.
Goneril basically says, "Now, now, honey," and dismisses him, which he seems okay with.