The scene switches to the palace, where Ottavia bemoans her lot; "Despised queen, wretched consort of the emperor!" Her nurse suggests she take a lover of her own, advice which Ottavia angrily rejects. Seneca, Nerone's former tutor, addresses the empress with flattering words, and is mocked by Ottavia's page, Valleto, who threatens to set fire to the old man's beard. Left alone, Seneca receives a warning from the goddess Pallade that his life is in danger. Nerone enters and confides that he intends to displace Ottavia and marry Poppea. Seneca demurs; such a move would be divisive and unpopular. "I care nothing for the senate and the people," replies Nerone, and when the sage persists he is furiously dismissed. Poppea joins Nerone, and tells him that Seneca claims to be the power behind the imperial throne. This so angers Nerone that he instructs his guards to order Seneca to commit suicide.