Outside of the city limits, a group of outlaws captures Valentine and Speed. Speed is distressed, but Valentine greets the group confidently as friends. After briefly threatening to kill him, the outlaws decide that Valentine looks rich, and agree to let him speak. Valentine explains that he used to be a gentleman, but now has nothing for them to steal except his clothes, which are his only possessions. He tells the outlaws that he was banished from Milan for killing a man in a fight. When the outlaws learn that he speaks many languages, they decide to elect him as their King. The outlaws explain that many of them are former gentlemen who were exiled from society because of their crimes, including trying to steal a Duke’s female relative. The outlaws ask Valentine to agree to be their King, warning that they will kill him if he says no. Valentine agrees with the promise that the outlaws will never attack women or poor travelers. The outlaws agree, and take Valentine to their store of treasure.

Proteus acknowledges his continued betrayal: In addition to Valentine, he’s also betraying Thurio by attempting to seduce