Proteus says goodbye to Julia and the two lament their parting. They exchange rings.
We meet Launce, the clown, with his dog. His dog is the only person (animal) not moved by Launce's parting for Verona. Launce is comical in his sadness but is quickly called away by Panthino.
Valentine and Proteus meet again in Verona. Together they go to Silvia who is being attended by Thurio. I think Thurio is a contending suitor, but it wasn't so clear. Thurio doesn't like Valentine and her makes this clear, the two of them battling with words. Silvia treats Valentine like a dog, but still his love for her persists.
After everyone exits the stage Proteus announces his love for Silvia, so quickly his love for Julia vanishing.
Launce arrives in Verona and meets Speed. Speed wants to know of Julia and Proteus's parting, but Launce will only wind his words. Launce is in need of a few drinks. Speed trys to tell of Valentine and how he has become a hot lover, but Launce pretends not to care. The two head off drinking.
Proteus alone enters the stage and siloquizes his situation. He will lose Julia if he goes for Silvia, and he will lose his friend too. But if he doesn't go for Silvia he will lose himself. He decides to forget about Julia and declare Valentine an enemy.
Valentine and Silvia are planning to meet this night. Proteus decides to ward Julia's father in hopes of getting Valentine caught and banished. Julia's father prefers Thurio for his daughter's hand, but Proteus has a trick in mind to take care of him as well.
Back in Milan Julia longs for Proteus. She tells her maid, Lucetta, that she plans to travel to Verona disguised as a male page. She tells how she is afraid of the journey, but for a man as true as Proteus, it will be worth any price.