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The setting is the country near Dover. Edgar is leading his father to an area, which Edgar assures the suffering earl, is near the cliffs. After Edgar describes the harrowing view of the beach below the cliffs, Gloucester thanks his guide and gives him a jewel as reward for having fulfilled his service. Delivering a final prayer, Gloucester falls forward and loses consciousness.
When Gloucester awakens, Edgar easily convinces his father that he has somehow survived the fall from the cliffs and that the poor beggar who was guiding him was really some kind of fiend. According to Edgar, instead of allowing his death, the gods have saved Gloucester.
Accepting this explanation, Gloucester vows to be more accepting of the afflictions that he endures. Lear enters. Gloucester recognizes Lear's voice, whose simple babbling invokes Gloucester's sympathy. Lear's dialogue with Gloucester explores the role of justice, but at its end, the king dissolves into madness.
A Gentleman and attendants arrive, having been sent by Cordelia to find Lear. But the king is frightened and runs from his rescuers. Before he leaves to follow Lear, the Gentleman tells Edgar that the battle is imminent, as both forces are nearby. As Edgar prepares to lead Gloucester to safety, Oswald enters. When he sees Gloucester, Oswald exclaims that Gloucester is the prize he sought and that he will kill the old man.
Edgar interferes; the confrontation ends in a fight and Oswald is slain. The dying steward asks Edgar to take his letters to Edmund. Edgar is still disguised as Poor Tom, but he is now better dressed — as a peasant rather than a pitiful soul covered only in a blanket. More importantly, the manner in which he addresses his father indicates compassion, understanding, and an acceptance of his father's flaws.