Octavia tells Otho to disguise himself in woman’s clothes and to go and kill Poppea. She says that he will tell Nero bad things about him if he doesn’t. There is a comic scene between the Page and the Nurse. Drusilla lets Otho borrow her clothes to disguise himself. Poppea is in her garden being lulled to sleep by Arnalta. Cupid sings a song, promising to protect her. When Otho, disguised as Drusilla, comes to kill her, Cupid stops him. 