The cast included Thomas Betterton as Ulysses, Barton Booth as Telemachus, Elizabeth Barry as Penelope and Anne Bracegirdle as Semanthe.
Chief among the suitors are Eurymachus, King of Samos and Antinous, an Ithacan nobleman and false friend of Penelope and Ulysses' son, Telemachus.
Eurymachus attempts to win the Queen's affections, but when he realizes that she isn't to be swayed by routine appeals to love and tenderness, threatens to have his soldiers kill her son, Telemachus.
She relents and promises herself to him later that night, not without a great deal of anguish and self-mortification; she even goes so far as to attempt to stab herself, but Aethon (who appears to her to be an agent of Eurymachus, but who is actually Ulysses in disguise) prevents her from accomplishing the deed.
Once introduced, Ulysses concocts a plan to descend upon and kill the rival suitors -- "send their guilty Souls to howl below" -- and asks that Telemachus meanwhile stand guard in Penelope's chambers and slay anyone who dares pass into it.
Act three, in which these introductions and plotting take place, closes with a powerful, albeit short speech by Ulysses in which he proclaims his confidence in his scheme.