In the Duchess’s bedchamber, the Duchess warns Antonio that he cannot stay with her tonight. He responds that he will try to persuade her. In a series of quick lines, he says that he must sleep there, but she denies him. She asks to what use he’ll put her, and he says they’ll sleep together. She responds by asking what pleasure lovers can find in sleep, and Cariola jokes that the Duchess tosses and turns in the night, but Antonio says that he’ll like her better for it.
Before Ferdinand confronts the Duchess, we are given a glimpse into how her romance with Antonio has developed. The couple jokes with one another, and Antonio clearly wishes to stay in the same bed as the Duchess, even though Cariola jokes that she tosses and turns while sleeping.
Cariola then asks Antonio why he always rises so early when he sleeps with the Duchess, to which he responds that working men count the clock and are happy when the job’s done, implying that sleeping with the Duchess is work. She shuts him up with a kiss, and then another, and Antonio asks if Cariola will ever marry. Cariola says that she will not, which launches Antonio into a speech in which he tells her to forego single life. He says that they can read how Daphne fled and was turned into a “fruitless bay-tree,” Syrinx turned into a reed, and Anaxarete turned into marble. Women who married or were kind to their lovers, on the other hand, turned into olives, pomegranates, mulberry, flowers, precious stones, and stars.
Antonio’s joke that sleeping with the Duchess is work recalls the fact that he was (and technically still is) her steward. Antonio’s transformation imagery is essentially all from Ovid’s Metamorphoses, in which women like Daphne are transformed for denying their lovers. Those who denied their lovers were transformed into barren and negative objects and plants, while those who were kind to lovers turned into fruit bearing trees, beautiful flowers, and generally positive things. Antonio’s allusion to Ovid is meant to convince Cariola to marry someone.
Cariola dismisses Antonio’s poetry, and then she asks him, between a wise man, a rich man, and a handsome one, which she should choose. Antonio says that it is a difficult question, referencing Paris’s choice between goddesses that led to the Trojan War. He then asks the ladies why “hard-favored women” often keep “worse-favored” women as attendants and servants instead of pretty ones. The Duchess responds with a simple analogy, saying that bad painters never desire to have their shops next door to excellent painters. Antonio and Cariola then depart for a few moments.
Again, Antonio references classical literature in order to give insight into questions of love. While Antonio’s question about unattractive women seems to call attention to the gendered importance of beauty, Cariola has just asked, essentially, whether looks, wisdom, or wealth is most important in a man. This gives the sense that attractiveness is considered important for both men and women.
As the Duchess talks to herself, Ferdinand enters behind her. She turns to see him and, terrified, wonders aloud if she will live or die. Ferdinand tells her to die and hands her a knife. He asks where her virtue has gone, and curses the imperfection of human reason, which frustratingly allows us to foresee bad things, but not prevent them. He tells her she is moving past all boundaries of shame, but she interrupts to deny any shame and explain that she is married. She asks if he’d like to see her husband, but Ferdinand says he would do so only if he could change eyes with a basilisk.
This interaction is inappropriate (given the location) and terrifying. When Ferdinand presents the Duchess with a knife, it’s not unreasonable to think he might kill her on the spot. Note that a basilisk’s eyes kill with a glance, so Ferdinand is suggesting he would kill the Duchess’s husband.
Ferdinand then proceeds to curse the Duchess, calling her a screech owl, and he says that he doesn’t want to know anything else because he’s afraid it will cause him to act in extreme violence, thereby damning them both. He says that if she wants her husband to grow old, then she had better not let the sun shine on him.
Ferdinand again seems aware that he is on the verge of committing a sin so severe it will land him in hell, and he once again implies that he’s ready to kill the Duchess’s husband.
Ferdinand accuses the Duchess of disrespecting her dead first husband. The Duchess responds that Ferdinand is being too strict, since as a married woman her reputation is safe. He responds with an anecdote about reputation that implies that, once reputation is gone, it can never be regained. He says that her reputation is gone, and that he’ll never see her again. She asks why she, alone out of all the princesses in the world, should be locked up and unable to marry, but he just reaffirms that he’ll never see her again and exits.
The Duchess, we know, hoped that her reputation would not be lost by marrying Antonio, but Ferdinand is convinced that her reputation is gone and will never return. The Duchess continues to press Ferdinand, asking why they don’t want her to remarry, since young widows often do, but Ferdinand here continues to obfuscate his reasons, possibly because he doesn’t want to admit the incestuous ones.
Ferdinand leaves, and immediately afterwards Antonio reenters with a pistol and with Cariola. Antonio says that he saw Ferdinand (hence the pistol), and, wondering how Ferdinand got to the Duchess’s chamber, he accuses Cariola of betraying them. Cariola, however, claims innocence. The Duchess shows them the knife given to her by Ferdinand, and they surmise that he wanted her to kill herself. At this point Bosola knocks, and Antonio leaves again so as not to be discovered as the Duchess’s lover.
Ferdinand was apparently so disgusted and ashamed of the Duchess that he hoped she would kill herself—perhaps he gave her the knife as a way to spare himself from killing her, which he has admitted would condemn him to hell. Though the brothers are furious at the Duchess, they still don’t know who the father is, so Antonio takes precautions to keep himself safe.
Bosola enters and says that Ferdinand has rushed off to Rome. But he also reveals that before Ferdinand left, he had said that the Duchess was “undone.” Bosola asks what has happened. The Duchess makes up a lie: that Antonio has used his position to steal from her and in doing so has placed Ferdinand in a precarious position with Neapolitan moneylenders. Bosola exits. When Antonio re-enters, the Duchess tells him that he must leave and go to the town of Ancona, where she’ll send her money and follow as soon as she’s able. She also lets him know that she will accuse him of a fake crime.
The Duchess invents this crime story in order to secure a safe future for herself, Antonio, and their children. The convenience of this lie is that it trades on what the common people in Amalfi already suspect: that Antonio has been stealing. When Ferdinand says that the Duchess is “undone” he uses a double meaning: undone could refer to a state of undress, or to disgrace.
Bosola reenters with some officers and the Duchess pretends to accuse Antonio of losing her money and stealing from her. She tells the men to let Antonio go, since she wants to fire him but doesn’t want the information to get out. He curses the inconstancy of service, and after the Duchess says she’s confiscating the remainder of his accounts, he exits. The Duchess asks for opinions about Antonio, and the officers make some quips before she dismisses them.
The Duchess seems to say that she’s firing Antonio, but she doesn’t want him punished because she’s embarrassed that he’s been stealing from her. The moment is confusing, but the officers don’t seem concerned. This moment has hints of meta-theatricality, as Antonio and the Duchess are putting on a little show to seem like they are not married.
The Duchess then asks Bosola for his opinion. He says that she’ll probably never have a servant as good as Antonio, whom he pities. She responds in confusion, saying that Antonio stole from her, but Bosola says that Antonio was honest and faithful, and that he deserved a better fortune because he was so virtuous. After Bosola’s lengthy praise of Antonio, the Duchess bursts out that it’s like music to her, since Antonio is her husband.
Bosola isn’t acting as a spy here; he is simply giving Antonio genuine praise, since the two seem to have mutual respect. He recognizes that Antonio is virtuous, and he wishes that the world worked in such a way that virtue was rewarded with good fortune.
Upon finding this out, Bosola questions aloud if he is dreaming, wondering if, in this time, someone could truly marry a man just for his merit. When he finds out that the Duchess has had three children by Antonio, he launches into a speech praising her for demonstrating that benefits can still fall on people based on merit. The Duchess then tells Bosola to take her money and follow Antonio to Ancona, where she hopes to follow in a few days by faking a pilgrimage. Cariola interjects that she’d prefer it if the Duchess didn’t jest with religion, but the Duchess calls her a superstitious fool and moves forward with the plan.
Bosola is shocked, since for his entire life he has been told and shown that merit is meaningless; birth and class alone determine wealth and fortune. Bosola praises the Duchess for showing that even in a superficial world, good things can happen to people simply because they deserve it. Note that Cariola thinks faking a pilgrimage is sacrilegious, but the Duchess finds this to be mere superstition—throughout the play, superstitions tend to foreshadow tragic turns of events, like when Antonio drops the horoscope.
After the ladies exit, Bosola is left alone to lament that he is a spy. Every profession, he says, has its benefit—at least his status and income will be improved after he reports this information.
Bosola continues to be plagued by guilt for acting as a spy, especially since he pities and respects Antonio so much.