- At the Duke's court in Milan, Silvia and Valentine are busy flirting like two "courtly lovers." Meanwhile, a guy named Thurio sneers at the happy twosome.
- Speed notices that Thurio is jealous, so he does what all of Shakespeare's clownish servants do best—he starts trouble. Before we know it, Thurio and Valentine are insulting each other.
- At one point, Silvia chimes in that Thurio's face is turning red, but finally she tires of the silly quarrel and tells the guys to knock it off because her dad's coming.
- The Duke, enters. He chats it up with Valentine and steers the conversation toward Valentine's BFF, Proteus.
- Valentine gushes over his bosom buddy like a giddy school boy.
- The Duke says it's great that Valentine is so crazy about him because Proteus is on his way here right now.
- Valentine is thrilled and tells Silvia what an awesome guy Proteus is. He also explains that Proteus would have come earlier but he stayed behind for a girl.
- Silvia says that the girl must not have much of a hold on him anymore, but Valentine disagrees. He thinks Proteus is probably still in love with her.
- Well then why is he coming here to see you? wonders Silvia.
- Proteus enters the room and gets a warm welcome from Silvia and Valentine.
- Silvia's dad wants to talk to her and Thurio, so Sylvia leaves Proteus and Valentine to catch up.
- Valentine asks Proteus how everyone at home is, and Proteus says they're fine. Then he asks about Proteus's girlfriend, and Proteus says they don't need to talk about that. He know that talking about love puts Valentine in a bad mood.
- Valentine says, "Not anymore!" He confesses that he's in love with Silvia and tries to get Proteus to praise her. Proteus says, no way man. Remember how rude you were when I told you about Julia?
- Valentine isn't deterred. He keeps trying to get Proteus to says that Silvia is better than Julia, but Proteus won't play.
- Finally, Valentine confides that he and Silvia are going to be married in an hour. They're eloping!
- Valentine plans to climb a ladder up to Silvia's window so they can run off together, and he asks for Proteus's help.
- Proteus tells Valentine to go ahead to his room. Proteus will join him in a minute.
- Then Proteus delivers a soliloquy (when a character is alone on stage and delivers a speech that reveals his/her inner thoughts to the audience) about how he has fallen in love with Silvia. (Julia who?) Proteus is a bit torn because he knows his love for a woman will interfere with his bromance with Valentine, who is engaged to Silvia. Finally, Proteus decides he loves Silvia more than Valentine and resolves to win her.