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Although Kent directs Lear to a hovel for shelter, the king refuses to protect himself from the storm. The Fool runs from the hovel, exclaiming that a spirit has taken possession of the shelter. The spirit, who soon emerges, is Edgar disguised as Poor Tom, pitiful pauper. The king tears off his own clothing, making himself look more like the unclad Poor Tom. Gloucester enters the scene, carrying a torch. He has found both warm shelter and food for the king, but Lear declines, claiming that he needs to talk more with the Bedlam beggar. The disguised Edgar complains of the cold and everyone moves into the shelter.