At old Justice Shallow’s estate in Gloucestershire, he and Justice Silence reminisce fondly about their rowdy youth as law students while the men they've gathered to join Falstaff's army—Mouldy, Shadow, Wart, Feeble, and Bullcalf—stand by. Shallow and Silence were friends back then with Falstaff, whom they are expecting to arrive soon. Bardolph enters followed shortly after by Falstaff, who greets them and prepares to assess the army recruits the justices have rounded up for him.
The aged judges’ fond reminiscences about their youth elaborate the theme of Time by presenting another image of old age.
Shallow and Silence present Mouldy, Shadow, Wart, Feeble, and Bullcalf, each of whom tries to contrive an excuse about why he can’t serve in the army. Bullcalf claims to be “diseased,” having caught a cold while celebrating the king’s coronation. Falstaff enlists them all, making fun of their names and ignoring their excuses. He then has a drink with the justices and the three reminisce about their youthful escapades. Falstaff, Shallow, and Silence exit to dinner.
A pageant of lies: the recruits make up dishonest excuses within the framework of Falstaff’s thoroughly dishonest recruiting strategy. Bullcalf’s (probably made-up) cold that he says he caught at King Henry IV’s coronation ceremony strikes a comic chord in the ongoing motif of a diseased England.
Bullcalf, Mouldy and Feeble give Bardolph bribes to buy their way out of serving in the army. Falstaff, Shallow, and Silence reenter. Bardolph whispers to Falstaff about the bribes. Shallow asks Falstaff which four men he’ll pick for his army, encouraging him to choose Bullcalf, Mouldy, Feeble and Shadow, but Falstaff refuses them all and ignores Shallow’s advice that those four are the most able men. “Care I for the limb, the thews, the stature, bulk, and big assemblance of a man? Give me the spirit,” Falstaff insists. He picks the scrawny Wart and Shadow, professes satisfaction, and bids the justices farewell. Shadow and Silence exit, and Bardolph leads the recruits away.
Falstaff’s dishonest plot plays out (to his own profit) and, as usual, he has an elegantly articulate argument prepared to defend his moral standing. His duplicity perverts the military values of camaraderie and patriotism into myopic selfishness.
Alone on stage, Falstaff vows that he’ll expose Shallow and Silence as frauds when he returns. “Lord, how subject we old men are to this vice of lying,” he reflects, noting how the two justices now reminiscing about their wild youths were in fact back in those days they brag about nothing but nerdy weaklings, insatiably horny and pathetically out of touch with the times. Well, Falstaff reflects, perhaps he’ll befriend Shallow upon his return in order to take advantage of his wealth. Falstaff exits.