Autolycus enters singing a bawdy ballad. He interrupts his song to announce that he was once a well-dressed servant to Prince Florizel, but he is now out of service. Now, he collects odds and ends. There are hints that he steals them. With the help of harlots and dice, he has acquired his current attire. His favorite source of income, he says, "is the silly cheat," because he fears punishments for committing truly violent crimes.
His spirits soar as he spots a prize! — who is none other than the kind-hearted clown. The shepherd's son is struggling with calculations on the income from the wool of 1,500 sheep and with his responsibility to buy supplies for the sheep-shearing feast. All the details of this transaction arc mixed with thoughts about his family, particularly about his "sister," who is to be the "queen" of the feast. Obviously, they are preparing to entertain a large number of people.
Autolycus goes to work. He grovels on the ground and begs the shocked clown to tear the rags off his back. But the clown protests that Autolycus needs more on his back, not less. Autolycus insists that the loathsome rags offend him more than his scars from many beatings. He claims that he was beaten and robbed by a footman who forced him to put on these detestable garments.
The gentle, gullible clown assists Autolycus to his feet. However, as Autolycus winces to avoid aggravating his non-existent wounds, he picks the pocket of the clown. When the clown offers him money, Autolycus must, of course, refuse; so, he holds off the clown's charity by insisting that a nearby kinsman will aid him.
Pressed for a description of his robber, Autolycus describes himself. The clown protests against this thief who "haunts wakes, fairs, and bear-baitings."
Declaring himself well enough to walk to his relative's home, Autolycus sends the clown on to complete his errands. As soon as the good man exits, the rogue flaunts the stolen purse, mocks the clown's attempt to buy supplies without money, and declares that he will also cheat the guests at the sheep-shearing festival. Autolycus leaves as he entered, singing.
Obviously, this scene mixes comedy and pathos, its humor being tempered by the serious effect of the theft from the kind shepherd's son. It also sets up the causal and time sequences for Perdita's role in the sheep-shearing feast during the spring season. In addition, minor characterization developments occur. Shakespeare adds qualities of gullibility and slow-wittedness to the previously revealed quality of kindness in the clown. But the scene's real intrigue focuses on the clown's confusion of illusion with reality. As Autolycus identifies an illusory rogue by providing his own biography, the clown cries out against this imaginary thief to the real thief, the real Autolycus. And the clown never realizes that he himself is the real victim in this scene.