As Kent sleeps in the stocks, Edgar enters. He has thus far escaped the manhunt for him, but he is afraid that he will soon be caught. Stripping off his fine clothing and covering himself with dirt, he turns himself into “poor Tom” (II.iii.20). He states that he will pretend to be one of the beggars who, having been released from insane asylums, wander the countryside constantly seeking food and shelter.

Lear, accompanied by the Fool and a knight, arrives at Gloucester’s castle. Lear spies Kent in the stocks and is shocked that anyone would treat one of his servants so badly. When Kent tells him that Regan and Cornwall put him there, Lear cannot believe it and demands to speak with them. Regan and Cornwall refuse to speak with Lear, however, excusing themselves on the grounds that they are sick and weary from traveling. Lear insists. He has difficulty controlling his emotions, but he finally acknowledges to himself that sickness can make people behave strangely. When Regan and Cornwall eventually appear, Lear starts to tell Regan about Goneril’s “sharp-toothed unkindness” toward him (II.iv.128). Regan suggests that Goneril may have been justified in her actions, that Lear is growing old and unreasonable, and that he should return to Goneril and beg her forgiveness.

On his knees, Lear begs Regan to shelter him, but she refuses. He complains more strenuously about Goneril and falls to cursing her. Much to Lear’s dismay, Goneril herself arrives at Gloucester’s castle. Regan, who had known from Goneril’s letters that she was coming, takes her sister’s hand and allies herself with Goneril against their father. They both tell Lear that he is getting old and weak and that he must give up half of his men if he wants to stay with either of his daughters.

Lear, confused, says that he and his hundred men will stay with Regan. Regan, however, responds that she will allow him only twenty-five men. Lear turns back to Goneril, saying that he will be willing to come down to fifty men if he can stay with her. But Goneril is no longer willing to allow him even that many. A moment later, things get even worse for Lear: both Goneril and Regan refuse to allow him any servants.

Outraged, Lear curses his daughters and heads outside, where a wild storm is brewing. Gloucester begs Goneril and Regan to bring Lear back inside, but the daughters prove unyielding and state that it is best to let him do as he will. They order that the doors be shut and locked, leaving their father outside in the threatening storm.

In these scenes, Shakespeare further develops the psychological focus of the play, which centers on cruelty, betrayal, and madness. Lear watches his daughters betray him, and his inability to believe what he is seeing begins to push him toward the edge of insanity. This movement begins with Lear’s disbelief when he sees how Regan has treated his servant Kent. By putting Kent in the stocks, Regan indicates her lack of respect for Lear as king and father. When Lear realizes how badly Regan is treating him, he reacts with what seems to be a dramatically physical upwelling of grief: he cries out, “O, how this mother swells up toward my heart! / Hysterica passio, down, thou climbing sorrow” (II.iv.54–55). “The mother” was a Renaissance term for an illness that felt like suffocation; characterized by light-headedness and strong pain in the stomach, its symptoms resemble those of emotional trauma, grief, and hysteria.

Regan clearly tries to undercut Lear’s rapidly waning authority. As her subversion becomes clearer, Lear denies it in ways that become more and more painful to watch. Regan and Cornwall refuse his demands to speak with them, and Lear forgets that, since he has given up his power, he can no longer give them orders. Goneril and Regan eventually insult Lear by telling him that he is senile: “I pray you, father, being weak, seem so” (II.iv.196). These barbed words from Regan skirt the issue of Lear’s loss of authority and point to something that he can neither deny nor control—that he is growing old.

The sisters’ refusal to allow Lear to keep his hundred knights and Regan’s polite but steadfast refusal to allow him to stay with her instead of Goneril finally begin to make Lear understand that he can no longer command like a king. But he stands in fierce denial of this loss of authority; being forced to this realization causes him to alternate between grief and an anger so powerful that it seems to be driving him mad. We see flashes of this anger and madness when he curses Goneril, and then, later, when he declares that instead of returning to Goneril’s house without servants, he will flee houses entirely and live in the open air.

The servants that Lear wants to keep with him are symbols of more than just his authority. When Regan asks why he needs even one attendant, Lear bursts out, “O, reason not the need!” (II.iv.259). Human nature, he says, would be no different from that of animals if humans never needed more than the fundamental necessities of life. Clearly, Lear needs his servants not because of the service that they provide him but because of what they represent: his authority and his importance—in essence, the identity that he has built for himself. Regan and Goneril, in denying Lear his servants, deny their father that which he needs the most: not what he needs to be a king, but what he needs to be a human being.

Lear’s cry of “O fool, I shall go mad!” foreshadows the fate that soon befalls him (II.iv.281). His words also recall the earlier scene in which Edgar dons a disguise and assumes the identity of a “Bedlam beggar” (II.iii.14). “Bedlam” was a nickname for the Bethlehem hospital in Elizabethan London where the mentally ill were housed. When Edgar rips his clothes to shreds and smears himself with dirt, he is taking on the disguise of a “poor Tom” (II.iii.20), one of the insane Bedlam beggars who roam the countryside sticking themselves with pins and begging “with roaring voices” (II.iii.14). Thus, in these scenes, both Lear and Edgar flee from civilization, leaving the safety of walls and roofs behind in favor of the chaos and confusion of the natural world.