As Rosalind, Celia, and Corin secretly watch Silvius pleading for Phebe's favor, we hear her warn him to "come not thou near me." She treats Silvius with utter disdain, but Silvius insists that she will understand his torment when she too is in love. She is not to be persuaded, however, and Rosalind suddenly interrupts the pair and severely chides Phebe for her unresponsiveness to Silvius' pleadings; she recommends, rather unflatteringly, that Phebe take what is offered: "Sell when you can; you are not for all markets." That is her advice to the disdainful shepherdess.
Phebe suddenly becomes unaccountably captivated by the superbly disguised Rosalind; the young "man" before her is commanding and disarmingly magnetic. Rosalind and the others leave, and Phebe is left alone with Silvius; she muses about the location of the manly Ganymede's cottage. He is attractive, she thinks, and thus her feelings vacillate between being utterly undone by this "pretty youth" and between being angry at him, the "peevish boy," for his sharp tongue. Since Ganymede is gone, however, she consents to accept the company of Silvius because he can "talk of love so well." Then off they go to write a taunting letter to Ganymede to repay him for his impertinence.
The encounter between Silvius and Phebe is a satire on conventional love — that is, the lady feels that she is superior to her lover, and her lover, in anguish, swears to die if he is denied her love. The scene also satirizes Silvius and Phebe as representatives of the pastoral genre.
The plot, which is already complicated by disguises, is even further complicated in this scene when Phebe falls in love with an attractive "personage" who she thinks is a young man, when "he" is really Rosalind, who in reality was being played on Shakespeare's stage by a young man. Elizabethan audiences, however, loved this kind of whimsical gender gymnastics, and even today, this kind of drag masquerade is sure-fire comedy, provided of course that it is done in broad humor.