In the prologue Fortune, Virtue and Cupid argue about their respective powers. Love sets out to demonstrate his supremacy, in what follows. In the street outside Poppaea's house, Otho complains at her infidelity. He was her lover, but now she is sleeping within with Nero, the Emperor, while his two soldiers guard the house. The couple emerge, as dawn breaks, and sing of their love. With her nurse Arnalta Poppaea reveals her ambition to become Empress, while elsewhere Octavia, Empress, wife of Nero, and of the imperial family of Augustus, laments her husband's desertion. Seneca tries to comfort her, mocked by her page, and is warned by Pallas Athene of his coming death. Nevertheless he dares to advise his old pupil, Nero, that he should not cast aside Octavia. Nero insists that he will go his own way. Otho overhears Nero and Poppaea, he promising to make her Empress and she urging the discarding of Seneca, whose death Nero now orders. Otho is definitively rejected by Poppaea