An Old Lady enters the Duchess’s palace and Bosola mocks her attempts to use cosmetics to cover her aging. When the Old Lady leaves, Bosola monologues about the Duchess’s recent sickness and loose clothes. He has brought some apricots—thought to incite cravings in pregnant women—to test whether she is pregnant.

Antonio and Delio enter. Outside of Bosola’s hearing, Delio swears he will keep Antonio’s marriage secret. Antonio and Bosola verbally spar about what makes a “great” man until the Duchess enters, complaining of being fat and out-of-breath. Bosola offers the apricots, and she eagerly accepts. After eating the fruit, the Duchess goes into labor and leaves, feigning illness. Antonio is worried they will be found out. Delio advises him to tell people Bosola poisoned the Duchess with the apricots.

Bosola is convinced the Duchess is pregnant. The Old Lady enters to attend to the Duchess. Bosola waylays her with more generalizations about women; she accuses him of abusing womankind and then leaves.

Antonio, Delio, Roderigo, Grisolan, and various court officers enter. Antonio invents a story of a robbery and orders the courtiers to keep to their chambers. Alone, Antonio is afraid for his and the Duchess’s safety.