The scene now changes to one of the rural palaces of Matilda La Contessa di Laurentini--a palace of Gothic architecture, whose battlemented walls rise high above the lofty trees of the surrounding forest; the palace in which the Marchesa Julia's faithful servant, Paulo, dies from the fatal potion, administered to him by Zastrozzi and Matilda. As Paulo's only offence against La Contessa Matilda is his loyalty to his own mistress, one is constrained to pity the poor fellow, though he makes matters needlessly unpleasant by groaning in his death-torments with excessive loudness, and rolling his eyes in a revolting manner. Despatching Zastrozzi to Naples to watch the movements of Julia La Marchesa di Strabozzi, and seize the first opportunity for murdering her, Matilda La Contessa di Laurentini migrates from her battlemented palace to her hotel in Passau, on the banks of the Danube, where she passes her time in meditating schemes for her rival's extinction, and taking measures to get possession of her beloved Verezzi. On the failure of these measures, the Countess grows desperate, and in the violence of her despair is on the point of drowning herself in the Danube, when, instead of dropping in the water, she falls into the arms of a casual wayfarer. Of course, this casual wayfarer is Verezzi, who, after saving her from the guilt of self-murder, carries La Contessa off for the night to Claudine's cottage. On the morrow, the Countess returns to Passau, attended by Verezzi, who henceforth lives with the lady till he expires in her presence. Not that he yields at once to her overtures for his consent to their union. For a time, La Contessa Matilda gets nothing more agreeable from her domiciliation with her beloved Verezzi, than the pleasure of ministering to the brain-sickness and despondency of the invalid Count, who, regarding her by turns with frigid pity, distrustful tenderness, and vehement detestation, persists in vexing her ears with rapturous praises of his adorable Marchesa Julia. Acting on Zastrozzi's advice, Matilda di Laurentini assures her guest that Julia is dead, and even causes him to think her dead. But vain the assurance, bootless its success! Instead of seeking consolation in the arms of La Contessa di Laurentini, the Count Verezzi persists in idolizing his Marchesa, protesting that he is bound to her for ever--as much bound to her now that she is dead, as he was bound to her when she was alive.