In Mytilene, two gentlemen emerge from the brothel, remarking on the divinity they have heard preached within. Determined to be virtuous, they go looking for religious entertainment.
Pander and Bawd come on stage, saying they wish they had never bought Marina, who is botching up their entire operation by making anyone who meets her suddenly want to be virtuous. Someone must ravish her, or they'll be done for. Lysimachus, the disguised governor of Myteline, arrives at the brothel, and Bawd offers Marina to him. Marina is brought in, and Bawd assures Marina that Lysimachus is an honorable man; Marina retorts that he can't be, if he wants to seduce her.
Left alone with Marina, Lysimachus finds Marina is a clever conversationalist. He asks her how long she has been in the business, but she understands him to mean the business of being honorable, and declares she has always been at it. He explains that he is the governor, and has the power to punish or overlook corruption as he sees fit, and he is drawn to her beauty. Marina, touched by his seemingly honorable nature, asks him to govern himself, as he was born to govern, and not to take her honor from her. Comparing her honor to a house, she asks him not to deface it, or burn it to the ground. He is impressed by her impassioned pleas, and admits that his impure intentions have been cleansed by her words. He gives her gold, and leaves.
Pander and Bawd return to discover that Marina has talked Lysimachus into virtuous perceptions of her, too, and they send Boult to rape her, so that she can at last be useful to the brothel. Alone with her, Boult too is swayed by her insistence that to take her honor is the worst thing anyone could do to her. She tells him that she can become a teacher, and do other moneymaking activities in the city. Boult promises to do what he can to move her to a more honorable house.
Not infrequently in Shakespeare, a women's virtue is perceived to be the most important thing about her. Other characters have striven to keep their virginity at all cost, but rarely has a character been so determined as Marina. In the unwelcoming circumstances of being sold into a brothel, she nevertheless manages to convert every man who comes to deflower her into a virtuous man itching to find a religious service in which to immerse himself. Marina's impenetrable virtue is the equal of Pericles's. It is unstinting and incredibly powerful, overcoming all obstacles in its unassailable goodness, just as Pericle's enduring virtue allows him to face all misfortune with the fortitude to continue on.