After dinner, Othello suggests a walk with Lodovico and orders Desdemona to get ready for bed. He promises to meet her there soon, and demands that she send Emilia away. The men exit, leaving the women to chat and get ready for bed.
Emilia notes that Othello looked to be in better spirits, but she's shocked that he told Desdemona to get rid of her. Desdemona just shrugs it off—she can't risk upsetting Othello now. Emilia says she wishes Desdemona had never seen the man. But Desdemona responds that she loves Othello, so much that she would rather be with him, even when he's being totally strange, than live without him.
Desdemona is in a strange mood that foreshadows her coming death. When Emilia says, "Hey, I put those sheets on the bed for you," Desdemona replies with, "If I die before you do, will you wrap my dead body in them?"
Emilia's a little creeped out by the death talk, but Desdemona's got a one track mind tonight. She follows that comment up with a story of her mom's maid, Barbary. Apparently Barbary fell in love with a man who left her, and was fond of singing a song that reminded her of her sorrow. She died singing it. (Nice.)
Desdemona abruptly changes the subject to Lodovico and what a nice guy he is. He did defend her against Othello, so perhaps she's thinking about what it would be like to have a husband who didn't seem to hate her. This line of thought is short lived, though, as Desdemona launches into the song her mom's maid died singing. The song is about a willow, which is bad news, as willows are symbolic of disappointed love. (Remember in Hamlet, Ophelia allegedly drowned after falling out of a willow tree on the riverbank.) Desdemona stops singing when she thinks she hears a knock at the door, but Emilia tells her it's just the wind.
She finishes singing the song, and then says her eyes itch. She asks Emilia if that means she's going to cry soon, but Emilia says it doesn't mean anything.
She and Emilia then converse about whether women are ever as awful to their men as men are to their women. Emilia is certain this is the case, especially when it comes to cheating. Desdemona asks whether Emilia would ever cheat on Iago, and Emilia, much older and more cynical, tells her that plenty of women cheat. She says you could justify cheating in lots of different ways.
Desdemona declares again that she can't believe there's a single woman in the world who would cheat on her husband. This leads Emilia into a bit of a rant. Emilia says there are plenty of women who cheat and argues that when women do cheat, it's their husbands's fault. They've either shirked their duties or spent too much time lavishing attention on others. Or maybe they've been hitting their wives. Women are full of grace, but they can be pushed too far. And besides, women have the same sexual needs as men. Since men change their women sportingly, women should have the same option.
Desdemona's only response is to say she hopes she can use others' bad behavior as a guide of what not to do, instead of an excuse to behave badly.