Scene 1

The scene takes place in an inn yard in Rochester. Two carriers discuss the inn (and its fleas) as well as the incompetence of the ostler. Gadshill enters and asks to borrow a lantern. The carriers refuse and leave. The chamberlain, who is Gadshill's informant about potential robbery victims, arrives and tells the highwayman that there are travelers at the inn who are just right for an ambush.

Scene 2

Poins, Harry, and Falstaff are on the highway. Falstaff cannot find his horse, and he complains mightily about the situation. Gadshill, Bardolph, and Peto enter with news that their targeted party approaches. Harry teases Falstaff about being a coward, which the latter firmly denies. Poins and Harry then leave the group while the others tie up and rob the travelers. Then Harry and Poins jump out in disguise and demand the money from the robbers, who take off running, leaving all their booty behind. Harry and Poins laugh heartily as Falstaff dashes into the distance roaring with fright.

Scene 2

At Warkworth castle, Hotspur is reading a letter from a nobleman who refuses to become his ally in rebellion. The nobleman thinks that the plan is faulty and the allies uncertain. Hotspur vehemently disagrees and insists that between himself, his family, Mortimer, York, Glendower, and Douglas, they have more than enough power to overthrow Henry. The nobleman can go ahead and tell the king, for “we are prepared,” Hotspur assures himself. 

Lady Percy enters, wondering why her husband has been so agitated. She has heard him talking about battle in his sleep. Hotspur refuses to tell her anything, even insulting her as she threatens him, for if she does not know the plot, she cannot betray it.

Scene 4

At the Boar's-Head Tavern in Eastcheap, Harry and his comrades have gathered. Harry is quite drunk, and he and Poins have fun with Francis the bartender. They listen with great amusement as Falstaff embellishes his tale of battle with the robbers who robbed his party. The story becomes a little wilder with every addition. Finally, Harry tells him that he and Poins robbed their friends as a joke. Falstaff then claims that he knew it all along and ran off so that he would not hurt the prince.

The Hostess, Mistress Quickly, tells Harry that a messenger has arrived from the king. Falstaff speaks with the man and relays to Harry that the prince has been summoned to the palace the next day due to the rebellion. Harry and Falstaff take turns acting out the interaction between the king and the prince, with Falstaff always trying to put himself in the best light. A sheriff interrupts, looking for the robbers. While Falstaff hides, Harry assures the sheriff that he will make things right. When the sheriff is gone, Harry finds Falstaff asleep in his hiding place and picks his pocket.