In Rossillion, the countess has just learned of Helen’s apparent death. She and Lafew lament the death of “the most virtuous gentlewoman that ever nature had praise for creating,” and Lafew blames Bertram’s bad behavior on the influence that Parolles had over him. The fool teases Lafew with some clever wordplay and doesn’t stop annoying him until Lafew gives him some money and tells him to leave.
The countess and Lafew both admire Helen’s virtuous character regardless of whether she was as noble or high-ranking as other gentlewomen. The low-ranking fool continues to poke fun at his powerful social superiors.
After the fool leaves, Lafew tells the countess that he has spoken to the king about Bertram possibly marrying his (Lafew’s) daughter, now that Helen is dead. The countess says that she would be happy with such a marriage. Lafew tells her that the king is due to arrive from Marseilles the next day. The countess is glad to hear this, and says that her son is also due to arrive soon. The fool enters and says that Bertram has just arrived, with “a patch of velvet on ‘s face.” He says he doesn’t know whether the patch of velvet is hiding a valiant battle scar or not (such patches were also used to cover marks from venereal diseases). Lafew and the countess go to see Bertram.
The countess and Lafew move on quickly from the sad topic of Helen’s death to the issue of Bertram’s next marriage, as if forcing the matter of finding a happy conclusion. Lafew strategizes to marry his daughter to a wealthy count—the proposed marriage has little to do with a romantic attachment. Bertram’s ambiguous velvet patch casts doubt on whether Bertram engaged in honorable military matters in Italy or simply has scars from a different kind of “battlefield.”