Moranzone tells Guido that until he is avenged, he should put aside all other things - when Ascanio returns, Guido sends him away. As Guido speaks a soliloquy, swearing this, he sees the Duchess of Padua pass. Their eyes meet.
Guido advises Moranzone to concentrate on his quest for revenge until Ascanio returns, after which he is told to leave. As Guido speaks his thoughts aloud, he catches a glimpse of the Duchess of Padua and they share a brief, intense glance.