- Back at Gloucester's castle, Gloucester unloads his heart to his evil-genius son, Edmund.
- Gloucester is in a bad mood. He's upset about how unnaturally Lear's own daughters deal with the old King, and even more upset that they've taken over his house.
- The sisters have instructed Gloucester not to mention Lear in their presence, on pain of "perpetual displeasure.
- Gloucester then tells Edmund that he has received a politically explosive letter informing him that tension is rising between Albany and Cornwall and there are even worse things happening. He doesn't say what those things are, but tells Edmund he's locked the letter in his closet.
- He adds that the mistreatment of Lear will be avenged—someone's already mobilized to be sure of that.
- In the meantime, Gloucester can't bear to obey Cornwall's orders—he's going to go find Lear and bring him relief with all this good news, even though helping Lear is grounds for serious punishment (death). He tells Edmund to cover for him with Cornwall and to be careful, because there is a lot of strange stuff going on.
- Edmund, being Edmund, intends to betray his father to Cornwall instead. He'll tell him where his father is going and he'll make sure Cornwall sees that letter, too.
- That will bring Edmund one step closer to taking over his father's wealth and position.Bwahahahhahaha!