Holofernes, Nathaniel, and Dull enter. Nathaniel praises Holofernes’s discussion over dinner, and mentions Armado. Holofernes lengthily criticizes Armado’s verbosity, affectations, and his pronunciation of various words. They pepper their dialogue with Latin, though Nathaniel makes an error.

Armado, Mote, and Costard enter. Aside, Mote, and Costard comment on Holofernes and Armado’s shallow wordiness. Mote banters with Holofernes, tricking him into calling himself a sheep, to the delight of Armado and Costard. Holofernes corrects Armado’s linguistic flourishes. Armado says they must put aside their differences: The King has charged him with creating some entertainment to be presented to the Princess in the pavilion, and he wants Holofernes and Nathaniel to help.

Holofernes determines that they should present a performance of the Nine Worthies, nine legendary figures deemed to embody great virtue and valor. He plans their act: He will play three of them; Mote, because he is so small, will have to play Hercules as a child, fighting the snake. He says Dull should participate; Dull says he will join in by dancing or playing music, rather than speaking.