The setting is the heath. A blinded Gloucester is led by an elderly man, one of his tenants. The ailing earl laments that he treated Edgar badly and wishes for the opportunity to once again touch his son, since he can no longer see him. Gloucester hears Edgar's voice and remembers Poor Tom from the night of the storm. In an act of humanity, Gloucester sends his tenant for some clothing so that the Bedlam beggar might be covered.
Gloucester is concerned that the Old Man might suffer for having given assistance, so he dismisses him and asks Tom to be his guide to Dover, where he seeks the highest cliff. Tom agrees to take Gloucester to the cliff.
