Desdemona is preparing for bed with the assistance of Emilia. She asks Emilia to put out the bridal gown she used on her wedding day, and says that if she dies, she wants to be buried in it. Emilia tells her not to talk about such things. Desdemona recalls how her mother's servant Barbara was abandoned by her lover, and how she used to sing the Willow Song (Desdemona: "Piangea cantando nell'erma landa" / "Singing, she wept on the lonely hearth"). After Emilia leaves, Desdemona prays ("Ave Maria") and then falls asleep.