- scene 1: Antonio is very depressed but willing to fund Bassanio's trip to Belmont. However Antonio will need to borrow money from Shylock before he lends Bassanio the money, because all Antonio's investments are currently away at sea.
- scene 2: Portia longs to find a husband, but all her suitors must pass a test that Portia's father set before his death.
- scene 3: Antonio & Bassainio approach Shylock for a loan. Shylock nurses a long-standing grudge against Antonio, who has made a habit of berating Shylock and other Jews for their usury, the practice of loaning money at exorbitant rates of interest, and who undermines their business by offering interest-free loans. Although Antonio refuses to apologize for his behavior, Shylock acts agreeably and offers to lend Bassanio three thousand ducats with no interest. Shylock adds, however, that should the loan go unpaid, Shylock will be entitled to a pound of Antonio’s own flesh. Despite Bassanio’s warnings, Antonio agrees.
- scene 1: Portia interviews a new suitor, the Prince of Morocco
- scene 2: Lancelot Gobbo wishes to leave Shylock's service to find employment with Bassanio, who is preparing for his trip to Belmont.
- scene 3: Lancelot say goodbye to Jessica, Shylock's daughter, who presents him with a letter to give to her lover Lorenzo.
- scene 4: Lorenzo is planning soem late night entertainment when Lancelot brings Jessica's letter.
- scene 5: Shylock leave Jessica in charge of his house as he goes to meet some business associates. There is a large Christian festival that evening and he wants Jessica to stay in and away from this.
- scene 6: Lorenzo and his friends rescue Jessica from her father's house, taking a large amount of Shylock's money and jewls, including a ring that belonged to his late wife.
- scene 7: The prince of Morocco chooses the silver casket- the wrong one.
- scene 8: Salarino and Solanio gossip about Lorenzo and Jessica eloping, Shylock having been robbed by them, and Antonio being…