The setting is just outside Gloucester's castle. Kent and Oswald arrive separately to deliver letters to Regan. Oswald does not immediately recognize Kent. The steward is confused when Kent denounces him and condemns his lack of integrity. When Oswald denies knowing him, Kent draws his sword and begins to beat the steward.
Oswald's cries for help draw the attention of the castle's occupants, who come to his rescue. In answer to Cornwall's query about the encounter, Kent attacks Oswald's personality, his lack of honesty, and even his appearance. Cornwall defends Oswald and orders that Kent be placed in stocks. Gloucester intervenes, reminding Regan and Cornwall that the king will consider their action against his messenger as an indignity, but Regan suggests that insulting Goneril's steward is a more grievous offense. All exit but Gloucester, who apologizes to Kent for his mistreatment. When he is left alone, Kent reads a letter from Cordelia, which promises that she will somehow intervene on her father's behalf.
