At the Palace, Queen Margaret enters alone, saying that she's been hiding in the Palace all along, watching "the waning of mine enemies" before she heads off to France. She steps back into hiding when Queen Elizabeth and the Duchess enter. The two of them are crazed with grief at the murder of Edward Prince of Wales and the Duke of York. Meanwhile, in unheard asides, Margaret describes the women's losses as fair since they match her own. Margaret then comes forward, asking them to privilege her grief as it is older than theirs. She compares theirs to her own: "I had an Edward, till a Richard kill'd him…Thou hadst an Edward, till a Richard kill'd him" etc. The Duchess and Margaret bicker, blaming one another for their losses. Margaret reminds Elizabeth of her curse on her, now fulfilled. Elizabeth begs Margaret to teach her how to curse. Margaret tells Elizabeth to focus bitterly and single-mindedly on her losses (as Margaret does) to learn to curse. Margaret exits. Elizabeth and the Duchess resolve to curse Richard.
The women's drawn-out, wrenching expressions of grief form the emotional heart of the play – even as Margaret expresses hostility towards the others, her extreme bitterness is itself expressive and registers the immensity of her sorrow. Indeed, in trying to belittle Elizabeth and the Duchess' grief, Margaret's sentences inspire empathy by drawing parallels amongst the women's lives: just as the others have lost loved ones, so has Margaret. Now, Elizabeth and the Duchess regret having scoffed at Margaret's curse and prophesy and Elizabeth begs Margaret to teach her to harness the power of curse language. She sees it as her sole way of harming Richard. Curses, Margaret reveals, are fueled by the bitterness of grief.
Richard enters and the Duchess venomously berates him, saying she wishes she'd never borne him. Richard refuses to listen to her unless she speaks calmly. The Duchess tells him to listen because she'll never speak to him again: she then curses him with her "most grievous curse" which she says will assist Richard's enemies and lead him to death in battle. She exits.
Richard may choose to ignore his mother's words, but his chilly attitude is no match for the hot intensity of her rage.
Elizabeth dittoes the Duchess' curse and starts to leave but Richard stops her and says he wants her daughter. Elizabeth hotly declares she will do anything possible to protect her daughter from the man that brutally murdered her sons. "You speak as if I had slain my cousins," Richard responds, which he says is false and that in actuality he wants only the best for Elizabeth and her kin. Because he desires young Elizabeth to be his queen, he wants Elizabeth to advise him how best to woo her daughter. Elizabeth is appalled so Richard changes tacks, telling Elizabeth to act reasonably: her sons are dead for good and, if he did a regrettable thing in killing them, he can make it up to her by marrying her daughter and giving Elizabeth grandchildren. Elizabeth is still horrified. Richard tells Elizabeth to tell her daughter that England's peace will be won by their marriage, that he as King commands it, that she will be a mighty queen, that he will love her forever and defer to her, but none of these arguments convince Elizabeth.
Richard, incapable of empathy and fixated single-mindedly on his own pursuit of power even in the face of Elizabeth's profound grief, doesn't hesitate to try and manipulate her with his words. As usual, Richard has no qualms about lying and is quick to reinvent his version of ‘the truth' each time his argument meets resistance. This scene recollects Richard's exchange with the mourning Anne at play's start. Like Anne, Elizabeth proves an articulate match for Richard's eloquence, but Elizabeth holds her own against Richard longer than Anne did and their argument draws out to great length.
Elizabeth rebuts all Richard's attempts to coax her into taking his side, calling him an evil liar, a godless murderer, and a dishonorable disgrace to his ancestors and to the English throne, which he has no right to. But after a very long argument, Elizabeth finally starts to show signs of breaking. She agrees to go confer with her daughter and says she'll write Richard with her verdict. Richard kisses her goodbye. As soon as she exits, he calls her "relenting fool, and shallow, changing woman!"
In the end, Elizabeth seems to fall victim to Richard's verbal manipulation, just as Anne did. As soon as she consents to plead his case to her daughter and leaves, Richard gloats at his victory, sneering at what he misogynistically considers Elizabeth's female weakness. Yet future events will indicate that Elizabeth may have actually bested Richard here; by giving in, she may have tricked Richard into thinking she would support him when in fact she would not.
Ratcliffe and Catesby enter and report that a navy thought to be lead by Richmond is approaching from the west where he is welcomed by Richard's half-hearted soldiers (they don't like Richard and would rather Richmond take power) and will be helped ashore by Buckingham. Richard sends Ratcliffe and Catesby off. Stanley enters and confirms the navy belongs to Richmond, who aims to claim the throne from Richard. Furious, Richard criticizes Stanley for treacherously failing to rouse troops for Richard's side. Stanley promises to go assemble forces but Richard, fearing Stanley will run off to join Richmond, orders Stanley to leave his son George Stanley behind as assurance. Stanley exits.
The erosion of Richard's power continues as Buckingham's opposition against him gains strength and his own soldiers prove unwilling to defend his cause. Richard frantically tries to preserve his position on the throne, demanding Stanley raise troops to match Richmond's. Knowing that Richmond is Stanley's son-in-law and fearing Stanley might defect to Richmond's side, Richard tries to secure his loyalty the only way he knows how: by making more death threats. But it is interesting that as Richard's power is threatened, his tactics for keeping power shift from lies and trickery to more blatant language.
Three Messengers enter in succession to report that different families around England are raising armies against Richard and that Buckingham's army has been scattered by flooding. Another Messenger enters and reports that Lovel and Dorset are raising armies against Richard. Catesby enters and reports that Buckingham has been captured but that Richmond has landed at Salisbury. Richard orders Buckingham to be brought to Salisbury and sets off for Salisbury himself.
As quickly as Richard rose to power, he now as quickly watches his power wane. But now, time is not on Richard's side and forces are being raised against him before he can ready an army of his own. Buckingham's capture marks a victory for Richard, but Richard's throne is still far from safe.