Lucentio as Cambio, Hortensio as Litio, and Bianca are all in a room together. The masters are fighting over the pupil, and Bianca decides to study with Cambio until Litio has tuned his lute. As they are studying, Lucentio reveals himself and tells Bianca his purpose of marrying her. She is not sure she trusts him, and tells him so. Litio finishes the lute and takes Bianca. As they are working on scales, he reveals himself to her as well but she gives him no answer. Each suitor notices the others amorous behavior, but Hortensio pledges to give up his suit with Bianca if she shows interest in Cambio, who he thinks is so below her station.