The setting is a hall in Goneril's palace. Kent, earlier banished by Lear, reappears in disguise as Caius. Lear enters and begins asking Kent questions about his identity and his intent. Kent's responses are vague, but he asserts his loyalty and willingness to serve the king. Kent's obvious admiration impresses Lear.
When the king asks to see Goneril, Oswald leaves without responding to the request. A knight reports that Goneril is unwell and unavailable. The knight also tells Lear that all the members of Goneril's household are treating the king's entourage rudely.
Goneril enters, complaining about the king's Fool and his unruly knights. Goneril demands that Lear reduce the number of knights in his service. In anger, the king declares that he will pack up his people and move to Regan's palace, where he is sure to receive a warmer reception.
