The rebels Hotspur, Worcester, and Douglas meet in their camp near Shrewsbury. They learn from a messenger that Hotspur’s father, Northumberland, is grievously sick and cannot come. Hotspur and Worcester are dismayed: Northumberland’s absence may be a grievous blow to their campaign. Douglas and Hotspur agree to stake their fortune on one great campaign against Henry, but Worcester is doubtful. Northumberland’s absence might be mistaken as his withdrawing support from the rebels. Hotspur responds that it may make people think the rebels do not need Northumberland’s forces, making them seem even stronger.

Sir Richard Vernon enters, bringing news of the movements of the king’s armies. The king’s forces number 30,000. To make matters worse for the rebels, Vernon reports that Glendower has been delayed. Despite these setbacks, Hotspur is eager to meet Prince Hal in battle.

Falstaff was given £350 to raise a regiment of soldiers. He kept the money and took bribes from wealthy citizens to avoid conscription. In their place, he conscripted beggars, criminals, and prisoners.

Prince Hal and the Earl of Westmoreland meet Falstaff on the road near Coventry. They criticize the poor outfitting of Falstaff’s rag-tag group, but they all are urgently needed in Shrewsbury.