When Satyrane was distracted, the beast he had tied up with Florimell's girdle was able to free itself and returned to its owner, the old witch. Her son assumed that Florimell was dead, and he fell even deeper into despair. To try to cure this, the witch now creates a false Florimell from a spirit, which looks exactly like her. This finally satisfies her son. But one day, as he is walking in the woods with the disguised spirit, the boasting knight Braggadocchio sees them. He is immediately jealous, and with brandished spear takes the false Florimell for his own. He has not gotten far, though, when another knight comes by and challenges him for the maid; Braggadocchio runs off in fear.
Meanwhile, the real Florimell is floating out to sea on the fisherman's boat. When the boat's owner finally wakes up, his shock at seeing himself adrift is quickly replaced by lust for the lovely woman he sees on deck. When she refuses his advances, he tries to rape her. Florimell's scream attracts the attention of Proteus, the "Shepheard of the seas of your," a shape shifter who lives beneath the water. Proteus comes and rescues her, throws the fisherman to the shore, and takes Florimell to his underwater abode. There, he himself tries to woo her, changing into many shapes to try and please her--a knight, a king, even a giant. When she insists upon keeping her virginity, he throws her into his dungeon in anger.
Meanwhile, Satyrane is journeying with the squire he rescued from Argante. They meet a knight named Paridell, who is looking for news of Florimell, and inform him that she is probably dead; at any rate, they have only seen her mangled horse. They still have hope, though, and they pledge to search for her together; but at the moment night is falling and they are in need of shelter. They go to a nearby castle but are refused entrance; as a storm breaks, they have to run into a shed to protect themselves. The squire explains why they were not let into the castle: It is the house of Malbecco, a grumpy old miser who has a young, attractive wife named Hellenore.
To safeguard her and his money, Malbecco admits no guests. Just as they are plotting how to gain entrance, another knight arrives at the castle. He is similarly rejected at the gate, and when he sees the shed full, he raises his spear to demand entrance. Paridell charges him but is knocked down. Satyrane steps in and stops the fight, suggesting that they concentrate their efforts on getting into the castle. All agree, and they gather firebrands to burn down the gate. Malbecco sees them coming and finally relents, admitting them in. When they remove their armor, they are shocked to see long hair and a woman's figure on the strange knight--it is Britomart.
Pleased to have such beautiful company, they all sit down to dinner and persuade their host to have his wife, Hellenore, join them. Malbecco, suspicious though he may be, does not notice Paridell and his wife exchange lusty glances. As dinner conversation, each of the guests is asked to tell of his or her ancestry. Paridell, his mind still full of Hellenore, claims to be descended from Paris the Trojan, who stole Helen from her husband. At Britomart's request, he then tells them how Aeneas escaped from Troy's ashes and went to Italy where his descendants founded Rome. This was the "second Troy," but Britomart also predicts a third Troy yet to come, which will grow from the city founded by the Trojan Brute. Paridell admits having heard such a prophecy of great kings and long wars to come, and such is their talk long into the night.
Florimell's woes continue in canto viii, which is almost entirely concerned with men who lust after and abuse her or her false counterpart, the creation of the old hag. The false Florimell does not seem to mind it much when she is taken by Braggadocchio--who, as his name suggests, is a braggart, long on words but short on actions--and then by a stronger knight. But the real Florimell is in misery as men continue trying to violate her, the fisherman with force and Proteus with persuasion, and turn violent when she refuses. While Spenser is certainly not giving her the best treatment, he is in a way sympathetic to her. She could have avoided all of this trouble by giving herself up to lust early on, but she persists for the sake of her virtue. She takes the high ground, which is why she is not persuaded by Proteus' shape shifting. The many forms he can assume represent changeable, impermanent physical life. Her Beauty, though physical, is made higher than earthly things because of her chastity and her love, and so it has nothing to do with a being as fickle as Proteus.