Rosalind confides to Celia that she feels like weeping. She is upset that Orlando did not come to meet with Ganymede (i.e. Rosalind in disguise) that morning as he had promised to. She alternates between speaking adoringly of Orlando, and expressing how devastated she is by his absence. Celia plays along, both supplementing Rosalind’s adulations and nursing her sense of injury.
Though Rosalind is taking on the task of "teaching" Orlando how to love, she, like Silvius and Orlando, is also overwhelmed by emotion and overly sensitive in her amorous state.
Rosalind then tells Celia of having met with Duke Senior the day before and of him laughing at her claim that she was of a parentage as good as his own. But immediately after, Rosalind suggests that they need not talk about fathers when they can talk instead about Orlando. At Rosalind’s provocation, Celia concedes that Rosalind’s lover is brave but reasons that “all’s brave that youth mounts and folly guides.”
Rosalind recounts the humorous story of having met with her father, Duke Senior, without him knowing he was speaking with his daughter. It’s clear how much her priorities have shifted: though she initially went into the forest to find her father, she now cares primarily for Orlando. Romantic love shifts a woman's love from father to lover.
Corin then enters and invites Celia and Rosalind to come witness the "pageant" of Silvius, whose helpless love Rosalind had been so touched by earlier, try to win over his beloved, the scornful shepherdess Phebe. Rosalind agrees to come and watch, and vows not just to watch, but in fact to intervene.
Rosalind, dressed as Ganymede, will counsel on matters of love. The role is one she’s grown accustomed to, in her dealings with Orlando.