Filippo Maria Visconti, the Duke of Milan, has attended a ball, but he leaves early and encounters his assembled courtiers.
He is bored with everyone; all seem to be paying obeisance to his wife because they regard her as the more powerful, his title and power having come only from his marriage to her: “Such torment and such martyrdom I cannot bear much longer”.
His sycophantic courtiers tell him how much they sympathize but wonder why he does not break free given his position as Duke.
Also, they warn him that if he does not act, Beatrice's servants may well begin plotting against him.

Beautiful harp music is heard.
Agnese, the current object of Filippo's desire, sings from afar that life is empty without love: (Aria: Agnese: Ah!
Non pensar che pieno / "Ah!
Don't believe that power brings fulfillment and joy"); then Filippo, who echoes her thoughts and states how much he loves her: (Aria:Riccardo: O divina Agnese!
Come t'adoro e quanto / "Oh Agnes, I should want none but you.")
Again, the courtiers encourage him to seize the moment and break free after which he will have many desirable women available to him.
All leave.

Scene 2: "Agnese's quarters"
Agnese appears, this time singing for a yet-unnamed love: Aria: Silenzio – E notte intorno / "Silence and night all around.
May the voice of the lute guide you to me, my love".
 As she hopes that the anonymous letter, which she has sent, and now her song will guide him to her arms, Orombello suddenly appears, but he is attracted only by the sounds of sweet music.
Since the letter was written to him, she assumes an attraction to her on his part, and he is somewhat confused over this turn of events.
Somewhat bluntly, she moves towards asking if he is in love, and he decides to confide in her.
He confesses that he is deeply in love and, when asked about a letter which she assumes to be the one she wrote to him, he reveals that he had written to Beatrice.
At that point, she realises that she has a rival: (Duet: Sì: rivale… rival regnante / "A royal rival").
Agnese's expectations collapse as Orombello reveals that it Beatrice with whom he is in love and he pleads for her to understand.
She is furious; her tenderness turns to vitriol and in a dramatic finale, she explodes while he attempts to protect Beatrice's honour – and her life: (Duet: La sua vita?
Ma la sola, ohime! / "
Her life?
My life means nothing to you?").

Scene 3: "A grove in the ducal garden"
Beatrice enters one of her secret places.
She is relaxed: "Here I can breathe freely among these shady trees" she says, as her ladies appear, also happy to be in the sun.
They try to comfort her and express their affection, but she describes her unhappiness by explaining that, once a flower has withered, when cut at its roots it cannot come back to life.
Then, she expresses her real feelings of frustration against Filippo: (Aria: Ma la sola, oimė!
son io, / che penar per lui si veda? / "
Am I the only one to whom he has brought grief"?
she asks) and feels her shame, to the sorrow of her ladies.
In a finale, first Beatrice, then the ladies express their frustrations: (Cabaletta: Ah!
la pena in lor piombò / "Ah, they have been punished for the love that ruined me").

Filippo sees them in the distance and, believing she is avoiding him, confronts her.
He questions her, regarding her as unfaithful: "I can see your guilty thoughts", he says.
In a duet, he admits that his jealousy is due to the power she has, but confronts her with proof of her support for her subjects' protests by producing some secret papers stolen from her apartment.
She responds that she will listen to the peoples' complaints and confronts him: Se amar non puoi, rispettami / "If you cannot love me, respect me!
At least leave my honour intact!"

[The libretto noted below includes a scene between Filippo and Rizzardo which is absent from the Gruberova DVD production]
Scene 4: "A remote part of the Castle of Binasco.
At one side, the statue of Facino Cane (Beatrice's first husband)"
Filippo's soldiers are seeking Orombello and conclude that eventually either love or anger
Filippo Maria Visconti, the Duke of Milan, has attended a ball, but he leaves early and encounters his assembled courtiers. He is bored with everyone; all seem to be paying obeisance to his wife because they regard her as the more powerful, his title and power having come only from his marriage to her: “Such torment and such martyrdom I cannot bear much longer”. His sycophantic courtiers tell him how much they sympathize but wonder why he does not break free given his position as Duke. Also, they warn him that if he does not act, Beatrice's servants may well begin plotting against him.
Beautiful harp music is heard. Agnese, the current object of Filippo's desire, sings from afar that life is empty without love: (Aria: Agnese: Ah! Non pensar che pieno / "Ah! Don't believe that power brings fulfillment and joy"); then Filippo, who echoes her thoughts and states how much he loves her: (Aria:Riccardo: O divina Agnese! Come t'adoro e quanto / "Oh Agnes, I should want none but you.") Again, the courtiers encourage him to seize the moment and break free after which he will have many desirable women available to him. All leave.
Scene 2: "Agnese's quarters"
Agnese appears, this time singing for a yet-unnamed love: Aria: Silenzio – E notte intorno / "Silence and night all around. May the voice of the lute guide you to me, my love".  As she hopes that the anonymous letter, which she has sent, and now her song will guide him to her arms, Orombello suddenly appears, but he is attracted only by the sounds of sweet music. Since the letter was written to him, she assumes an attraction to her on his part, and he is somewhat confused over this turn of events. Somewhat bluntly, she moves towards asking if he is in love, and he decides to confide in her. He confesses that he is deeply in love and, when asked about a letter which she assumes to be the one she wrote to him, he reveals that he had written to Beatrice. At that point, she realises that she has a rival: (Duet: Sì: rivale… rival regnante / "A royal rival"). Agnese's expectations collapse as Orombello reveals that it Beatrice with whom he is in love and he pleads for her to understand. She is furious; her tenderness turns to vitriol and in a dramatic finale, she explodes while he attempts to protect Beatrice's honour – and her life: (Duet: La sua vita? Ma la sola, ohime! / "Her life? My life means nothing to you?").
Scene 3: "A grove in the ducal garden"
Beatrice enters one of her secret places. She is relaxed: "Here I can breathe freely among these shady trees" she says, as her ladies appear, also happy to be in the sun. They try to comfort her and express their affection, but she describes her unhappiness by explaining that, once a flower has withered, when cut at its roots it cannot come back to life. Then, she expresses her real feelings of frustration against Filippo: (Aria: Ma la sola, oimė! son io, / che penar per lui si veda? / "Am I the only one to whom he has brought grief"? she asks) and feels her shame, to the sorrow of her ladies. In a finale, first Beatrice, then the ladies express their frustrations: (Cabaletta: Ah! la pena in lor piombò / "Ah, they have been punished for the love that ruined me").
Filippo sees them in the distance and, believing she is avoiding him, confronts her. He questions her, regarding her as unfaithful: "I can see your guilty thoughts", he says. In a duet, he admits that his jealousy is due to the power she has, but confronts her with proof of her support for her subjects' protests by producing some secret papers stolen from her apartment. She responds that she will listen to the peoples' complaints and confronts him: Se amar non puoi, rispettami / "If you cannot love me, respect me! At least leave my honour intact!"
[The libretto noted below includes a scene between Filippo and Rizzardo which is absent from the Gruberova DVD production]
Scene 4: "A remote part of the Castle of Binasco. At one side, the statue of Facino Cane (Beatrice's first husband)"
Filippo's soldiers are seeking Orombello and conclude that eventually either love or anger 
Beatrice di Tenda