Queen Elizabeth, the wife of the sickly King Edward IV, enters with members of her family: her brother, Lord Rivers, and her two sons from a prior marriage, Lord Gray and the Marquis of Dorset. The queen tells her relatives that she is fearful because her husband is growing sicker and seems unlikely to survive his illness. The king and queen have two sons, but the princes are still too young to rule. If King Edward dies, control of the throne will go to Richard until the oldest son comes of age. Elizabeth tells her kinsmen that Richard is hostile to her and that she fears for her safety and that of her sons.

Two noblemen enter: the duke of Buckingham, and Stanley, the earl of Derby. They report that King Edward is doing better, and that he wants to make peace between Richard and Elizabeth’s kinsmen, between whom there is long-standing hostility.

Suddenly, Richard enters, complaining loudly. He announces that, because he is such an honest and plainspoken man, the people at court slander him, pretending that he has said hostile things about Elizabeth’s kinsmen. He then accuses Elizabeth and her kinsmen of hoping that Edward will die soon. Elizabeth, forced to go on the defensive, tells Richard that Edward simply wants to make peace among all of them. But Richard accuses Elizabeth of having engineered the imprisonment of Clarence—an imprisonment that is actually Richard’s doing (as we have learned in Act I, scene i).

Elizabeth and Richard’s argument escalates. As they argue, old Queen Margaret enters unobserved. As she watches Richard and Elizabeth fight, Margaret comments bitterly to herself about how temporary power is, and she condemns Richard for his part in the death of her husband, Henry VI, and his son, Prince Edward. Finally, Margaret steps forward out of hiding. She accuses Elizabeth and Richard of having caused her downfall and tells them that they do not know what sorrow is. She adds that Elizabeth enjoys the privileges of being queen, which should be Margaret’s, and that Richard is to blame for the murders of her family. The others, startled to see her because they thought that she had been banished from the kingdom, join together against her.

Margaret, bitter about her overthrow and the killing of her family by the people who stand before her, begins to curse all those present. She prays that Elizabeth will outlive her glory, and see her husband and children die before her, just as Margaret has. She curses Hastings, Rivers, and Dorset to die early deaths, since they were all bystanders when the York family murdered her son, Edward. Finally, she curses Richard, praying to the heavens that Richard will mistake his friends for enemies, and vice versa, and that he will never sleep peacefully.

Margaret leaves, and Catesby, a nobleman, enters to say that King Edward wants to see his family and speak with them. The others leave, but Richard stays behind. He announces that he has set all his plans in motion and is deceiving everybody into thinking that he is really a good person. Two new men now enter, murderers whom Richard has hired to kill his brother, Clarence, currently imprisoned in the Tower of London.

Richard’s speeches in this scene display his calculated hypocrisy. We know that Richard has manipulated matters behind the scenes to have Clarence imprisoned and that he plans to ruin everybody else in the court and elevate himself to power. But when Richard enters this scene, he complains that other people have falsely accused him of evil actions. By boldly going on the offensive, Richard puts other people on the defensive and forestalls anybody accusing him, thus effectively managing to cover up his villainy. It takes a great deal of gall for the manipulative, rumor-spreading Richard to say of himself, “[c]annot a plain man live and think no harm, / But thus his simple truth must be abused / With silken, sly, insinuating jacks?” (I.iii.51–53). With these words, Richard accuses other people of conspiring to slander him. As Richard gleefully says at the end of the scene, he is so brilliantly hypocritical that he can “clothe my naked villainy / With odd old ends, stol’n forth of Holy Writ, / And seem a saint when most I play the devil” (I.iii.334–336). Here, as often, Richard seems reminiscent of the devil himself, who is renowned in literature for his ability to quote scripture to his own purposes.

Nonetheless, not everyone is deceived. Elizabeth seems to be well aware of Richard’s hostility toward her, and their conversation, before Margaret interrupts them, is loaded with double meanings and subtle jabs. Furthermore, in her conversation with her kinsmen before Richard’s entrance, Elizabeth seems to foresee the harm that Richard intends toward her family. She is savvy enough to be afraid of what Richard may do if he is named Lord Protector after King Edward’s death, and, refusing to be cheered up by her kinsmen, says sadly, “I fear our happiness is at the height” (I.iii.41).

Margaret’s extravagant and detailed curses, which she hurls at nearly every member of the royal family, create an ominous sense of foreboding. Since Shakespeare’s world is Christian, we might expect curses, prophecies, and other forms of magic to be discounted as superstition in his plays. But curses and prophecies carry great weight in many of Shakespeare’s works. Margaret hates the Yorks and the Woodevilles (the name of Elizabeth’s family) because she feels they have displaced her and blames them for killing her own family. “Thy honor, state, and seat is due to me,” she says of Queen Elizabeth, and she curses the royal family to suffer a fate parallel to hers (I.iii.112). Because her own son, Edward, was killed, she prays that Elizabeth’s young son, also named Edward, will die. In addition, because Margaret’s own husband Henry was murdered, Margaret prays that Elizabeth will also outlive her husband to “[d]ie, neither mother, wife, nor England’s queen” (I.iii.196–206).

For Richard himself, Margaret saves the worst. After heaping terrible insults upon him, she curses him never to have rest. She warns both Elizabeth and Buckingham not to trust Richard. She says to Elizabeth, “Poor painted queen . . . / Why strew’st thou sugar on that bottled spider / Whose deadly web ensnareth thee about? / Fool, fool, thou whet’st a knife to kill thyself” (I.iii.239–242). The metaphors and similes with which Margaret describes Richard—”thou elvish-mark’d, abortive, rooting hog” (I.iii.225), for instance, or “this poisonous bunch-back’d toad” (I.iii.244)—refer to both Richard’s physical deformities and his corrupt inner nature.