Upon encountering his father who is led by the Old Man, Edgar, who is disguised as poor Tom, struggles to maintain his pretense, so devastated is he by the state his father is in. Nonetheless, when his father, having dismissed the Old Man, addresses Edgar and appeals for his help in being led to the cliffs of Dover, Edgar attends to his father while managing to sustain the illusion that he is indeed the madman/beggar, poor Tom. Meanwhile, the Old Man is resolved to do his master’s last bidding, i.e. fetch new clothes for poor Tom, even if it’s the last thing he ever does.
Escorted by Edmund, Goneril arrives home only to find her husband negligent of his duties. Before letting Edmund return, Goneril reminds him of her plan to rule all of Britain with Edmund by her side. By and by, Goneril censures Albany for lacking the ruthlessness to govern, while Albany condemns Goneril and her sister for rendering their own father mad and desperate; he is incredulous that his brother-in-law is party to such infamy. A messenger arrives, at this point, with news of Cornwall’s death and Gloucester’s loss of eyes. Seeing how this works both to her advantage and disadvantage, Goneril plots her next move, while Albany engages the messenger to learn more of Gloucester’s poor fate.
Caius tells a Gentleman to look after the King while he--Caius--attends to business that is in need of his immediate attention. The Gentleman is also informed that the King, out of shame and guilt, currently refuses to meet with Cordelia which is too bad as this is the very Gentleman who had delivered Kent’s letter to Cordelia who, upon perusing Kent’s letter, had made it be known that she would not rest until she secured her father’s welfare. Cordelia’s unabated love for her father is welcome news as pressing matters in France has compelled the French King to return, leaving the French forces in Britain in the hands of the French King's deputy.
Cordelia is desperate to find her father who was last seen in the fields in a state of enfeebled lunacy. A doctor assures her that with proper medication that his sanity can be restored. A messenger arrives to tell her of the advancing British forces.
When Oswald arrives with a letter from Goneril to be delivered to Edmund, Regan, who suspects that the letter signifies her sister’s ardor for Edmund, tries in vain to dissuade Oswald from seeking out Edmund--Edmund who is reconnoitering the French forces and out looking for Gloucester whom he will kill. Additionally, Regan is rebuffed from unlawfully unsealing the letter, prompting her to tell Oswald that she knows what the letter portends, and that Oswald would do well to bring Goneril to her senses and to dissuade her from coveting Edmund, as Regan herself has claimed Edmund as her husband to be. With that, Regan suffers Oswald to leave, reminding him that a substantial reward awaits he who would slay Gloucester. Oswald assures Regan that he is the man for the job.
Led to believe that he has been brought to the very edge of the precipice, Gloucester thanks poor Tom, dismisses him, and then plunges himself headlong down the precipice only to be persuaded by Edgar, who now pretends to be a local peasant, that Gloucester has miraculously survived the fall. Edgar is thus attesting to the miracle when Lear appears, mumbling nonsense and bedecked in wildflowers. Edgar is shocked that a royal king could be reduced to a babbling madman. Gloucester recognizes the voice and addresses the King who proves to have a sliver of sanity in him yet: Lear recognizes Gloucester. By and by, the King’s caretakers appear to take the King in custody. Among them is the Gentleman on whom Kent has placed his trust in. Edgar engages the Gentleman and learns that despite the retreat of the French army on account of the advancing British armies, Cordelia, for the sake of her father, has remained in the danger zone. Presently, anxious to get his father to safety, Edgar offers Gloucester his services when Oswald appears and draws his sword, claiming Gloucester as his prize. Needless to say, Edgar defends Gloucester, killing Oswald in the process. Before dying, Oswald mentions Goneril’s letter to Edmund and asks Edgar to deliver it, if circumstances permit. Edgar peruses the letter and learns of Goneril and Edmund’s conspiracy to kill the Duke of Albany.
Expressing her gratitude for his great service done to her father, Cordelia urges Kent to remove his disguise. However, Kent tells her that for the sake of his work, which is yet complete, he will continue to be Caius. Meanwhile, Lear is sedated and is closely monitored by the Doctor. By and by, he is brought to consciousness. At first, Lear is delirious, but with Cordelia at his side his faculties recover by degrees.