The clown Lavache begs the Countess for permission to marry Isbel for the simple reason that he is "driven on by the flesh." The Countess listens to his facetious and cynical logic concerning marriage, and then playfully (though this will change), she remonstrates with him: "Wilt thou ever be a foul-mouthed and calumnious knave?"
In the second part of the scene, the Countess' steward informs her that he has overheard Helena, who thought she was alone, saying that "she loved your son." "Keep it to yourself," is the Countess' advice, adding, "Many likelihoods informed me of this before . . . . " Helena enters and when confronted with the fact — "You love my son" — she begs pardon. But, to her surprise, she receives Bertram's mother's blessing in her endeavor — "Thou shalt have my leave and love" — and so Helena makes plans to go to Paris with a remedy "to cure the desperate languishings whereof / The King is rendered lost." Of course, her plan is also to pursue the man she loves.
In the encounter with the clown, the Countess engages in explicit sexual talk, just as Helena did with Parolles. Shakespeare's clowns, of course, had license to say things which smack of the other side of respectability, but these two scenes which depict refined women at ease with the language of obscene puns and innuendoes give a strong impression of the very real sexual matter at the heart of All's Well That Ends Well.
The steward's description of Helena, who expressed herself "in the most bitter touch of sorrow that e'er I heard virgin exclaim in," moves the Countess to reflect on her own past romantic involvements:
Even so it was with me, when I was young;
If ever we are nature's, these [pains] are ours; this thorn
Doth to our rose of youth rightly belong;
Our blood [passion] to us, this to our blood is born. (134-37)
This observation, and the affection it implies for Helena, parallels the scene between Bertram and the King of France, where age views youth with compassion and understanding. Helena's tortured evasiveness (she doesn't want to be considered the Countess' daughter and therefore merely Bertram's "sister") is matched by her pluck. She describes herself as coming from "poor but honest" stock and will not "have him [Bertram] till I do deserve him," for — as yet — she hasn't single-mindedly made an effort to pursue him. However, the idea of going to Paris with a secret remedy of her father's to cure the king was surely prompted by her desire to follow Bertram. She impresses the Countess enormously by the end of the scene. Some critics have been less sympathetic to Helena, viewing her as merely a clever fortune-hunter who lays her plans in these early scenes. Is there any justification for that view?