Lucentio manages to get his act together and chooses not to give-up on Bianca. He decides to give Bianca breathing-room before apologizing; he devises a plan to look for Petruchio in Venice to convince him not to marry Katherina. If successful, Lucentio can prevent other suitors from wooing her: as an aside, Lucentio tells the audience that women who are feeble and weak-minded are easier to woo as opposed to egotistical women who grow old before having the chance to marry.

He leaves Nerissa in the hospital. The scene begins with Petruchio haggling for old garbs from an apparel merchant. There are many residents walking the streets, and within the crowd, Lucentio draws near Petrucio. Lucentio spots Petruchio and calls out to him, begging for his attention. Petrucio recognizes him as the Latin tutor in Baptista's house and offers his attention with curiosity. Lucentio offers Petrucio to take him somewhere to eat but refuses.

Down to business, Lucentio tries to trick Petrucio into believing there exists a beautiful maid who is waiting for him in the hospital, yearning to embrace Petrucio. Petrucio responds directly in saying he wishes to marry only Katherine for no other reason but the dowry Baptista promised. "This maiden hath more gold to own a country," Lucentio anxiously responded, "No shrewdness burns in her heart."

"But even that be true, I choose not heed thy words

For I hath made my mind to take Kate

As my bride. I saw you in Hortensio's way

To woo Bianca thus your presence must mean

You fail for you lack the will of man.

My mind is as strong as men come so I have

Whatever pleases me the most. Good day

To you Lucentio."

Lucentio pointlessly persists more until he realizes Petruchio will not listen to him. Petrucio exits stage right. Lucentio loses more confidence and views himself as a failure. He buys flowers from a nearby merchant planning to give them to Bianca as a symbol of apologizing. He exits stage right.