- Dionysus enters and orders Pentheus to emerge from the palace.
- The King enters, wearing women's clothing, a long wig, and dress.
- Dionysus has placed him under a spell.
- Pentheus says that Dionysus looks as if he has the horns of a bull (the King is seeing Dionysus in his god form now).
- The King starts acting all prissy and asks Dionysus if he looks pretty like his mother. Dionysus acts like his nurse maid, adjusting his dress and wig.
- Pentheus talks about how he'll hide in the pines to observe the Maenads.
- Dionysus tells the King that he will take him safely to the Maenads, but that another person will bring him back.
- Pentheus says it will be Agave, his mother, who will carry him back.
- Dionysus agrees, saying she'll carry him in a very particular way. (Insert: ominous music.)