Touchstone promises Audrey that they will be married. A young man named William enters, who appears to be smitten with Audrey. William speaks with a country accent and admits to having been born in the forest. When he claims himself to be witty, Touchstone retorts that only fools think themselves to be wise. He provokes William and mocks him for being unlearned. Finally, he calls him a clown and threatens to kill him in one hundred and fifty ways if he does not abandon the scene.
The exchange between Touchstone and William dramatizes the conflict between country and court manners. Touchstone ridicules William for his lack of sophistication. Though Touchstone may be wiser than William, however, he is unfairly cruel to him, which suggests that learnedness and sophistication does not necessarily lend itself to goodness.