Ottone arrives at Poppea's villa, intent on pursuing his love. Seeing the house guarded by the Emperor Nerone's soldiers he realises he has been supplanted, and his love song turns to a lament: "Ah, ah, perfidious Poppea!" He leaves, and the waiting soldiers gossip about their master's amorous affairs, his neglect of matters of state and his treatment of the Empress Ottavia. Nerone and Poppea enter and exchange words of love before Nerone departs. Poppea is warned by her nurse, Arnalta, to be careful of the empress's wrath and to distrust Nerone's apparent love for her, but Poppea is confident: "I fear no setback at all."