While the Prince sleeps, Truffaldino opens two of the oranges. Fairy princesses emerge but quickly die of thirst. The "Ridicules" give the Prince water to save the third princess, Ninette. The Prince and Ninette fall in love. Several soldiers conveniently appear, and the Prince orders them to bury the two dead princesses. He leaves to seek clothing for Ninette so he can take her home to marry her, but, while he is gone, Fata Morgana transforms Ninette into a giant rat and substitutes Smeraldina in disguise.