Antonio and Duchess la Bment their present condition, banished from Ancona and with a dwindling retinue. They make some philosophical remarks about some men’s opportunism. Duchess says she had a dream in which she wore her coronet of diamonds and all the diamonds were turned into pearls; Antonio interprets it as a sign of tears. Bosola comes with a letter from Ferdinand, promising love and safety. Duchess does not believe him – did she cotton on to the fact that Cardinal and Ferdinand seemed to be informed in advance about their plans? She reads some lines from the letter which seem like threats cleverly disguised as professions of affection: Ferdinand writes he wants Antonio’s head in a business and he’d rather have his heart than his money. Duchess and Antonio reject the offer and say they won’t come near Ferdinand. Bosola tries to shame Antonio into accepting, saying that his baseless fear shows his lack of breeding, but to no avail. When he leaves, Duchess and Antonio decide to part, because Duchess believes they should not “venture all this poor remainder in one unlucky bottom”, i.e. not put all their eggs in one basket. Thus, Antonio should take their eldest son and flee to Milan. Duchess says good-bye to her son in a heart-reding scene. Luckily he’s still too young to realize what is going on. They utter many noble sentiments about how this suffering is going to make them better and stronger: Duchess compares herself to her son’s spinning top, which can be made to go right only when it is whipped. Similarly, she can be on the right course only when she is beaten by Heaven’s scourge.