Death Prep
- Flamineo and Gasparo enter one way, while Giovanni and attendants enter the other door. Flamineo and Gasparo discuss Giovanni—Flamineo says he'll become a fierce ruler in time, when his talons grow out like a great eagle. He tries to cheer Giovanni up, telling him he should be merry—now that his dad's dead, he's in the saddle and in control.
- Giovanni tells Flamineo to say prayers and express grief, and exits. Flamineo's attempt at fawning fails horribly.
- Giovanni exits. Flamineo, speaking to himself, claims he's not afraid to die.
- A courtier enters, who tells Flamineo that Giovanni has officially banished him. Flamineo convinces the courtier to give him some time to put his things in order before he leaves.
- The courtier exits, and Francisco/Mulinassar enters. Mulinassar tells Flamineo he's seen a sad sight: Cornelia watching Marcello's body wrapped in a winding sheet as they prepare for his funeral.
- Flamineo wants to see them, though Francisco says it would hurt Cornelia. Flamineo pulls back the curtain where the funeral preparations are happening.
- Cornelia, Zanche, and the ladies in waiting are winding Marcello's corpse and singing a funeral song.
- Cornelia is speaking partly crazy-talk as she tries to prepare flowers and herbs for Marcello's grave. Grief has made her childish.
- She acts like she doesn't recognize Flamineo at first, and thinks he's the grave-maker.
- As she talks crazily and also sanely notes that Flamineo's hand has been washed of his brother's blood so quickly, Flamineo feels disturbed and wants to leave.
- Cornelia recites a speech, asking birds and animals to come to Marcello's grave, but warning the wolf away so it won't dig it up.
- She says the church wouldn't bury Marcello since he died in a fight, which, she says, isn't fair since he paid all his tithes. But, in the end, the poor and the rich both get a grave.
- Cornelia, Zanche and the ladies leave. Flamineo is overcome with emotion, saying he feels compassion, and asks Francisco to leave too—he does.
- Alone, Flamineo admits that he's lived an evil life—when he pretended to be happy outwardly, he felt his conscience torturing him inside. He compares himself to a caged bird—people think it's singing when it's crying.
The Dead Duke Returns
- Brachiano's ghost enters, presenting to Flamineo a bowl full of lilies with a skull set in it. The ghost looks sad.
- Flamineo asks the Brachiano if he's in heaven or hell, what religion is best to die in, and if he (Flamineo) has long to live.
- The ghost's only answer is to throw dirt on him. Flamineo knows this means he'll be dead soon—and sees that this is what the skull in the lilies symbolizes. The ghost exits.
- Terrified by this vision, and by the sight of his mother weeping over his brother's corpse, Flamineo decides to visit Vittoria's room, to try to get her to give him some money for his banishment, or else kill her. He exits.