On Bosworth Field outside Leicester, Richard feels optimistic about the next day's battle and orders his troops, the Duke of Norfolk, Earl of Surrey, and others, to pitch their tents for the night. Richard declares that "the king's name is a tower of strength" which their opponents lack and want.
Richard, who has won so much power by manipulating language, seems to assume that a word alone – the title ‘king' – will be powerful enough to defeat his enemies. Yet Richard never respected the word in his rise to power.
Meanwhile on the other side of the field, Richmond, Sir William Brandon, Oxford, and others pitch their tents. Richmond announces he will distribute power on the battlefield tomorrow between several of his lords. He gives Sir James Blunt a secret note to give Stanley, and retires with the others to strategize the next day's battle.
As a leader, Richmond is Richard's opposite: Richmond distributes power among those around him (rather than attempting to consolidate all of it in his own greedy hand, as Richard does).
At Richard's tent, Richard, Norfolk, Ratcliffe, and Catesby gather. Richard asks the time (six in the evening). He asks after his own armor and horse and is told they're both in order. He tells Ratcliffe to summon Stanley's promised forces and threaten George Stanley's death should they not arrive. He asks for a clock and declares himself cheerless. He retires to his tent. Ratcliffe and Catesby exit.
In contrast to Richmond (who has been divvying his power among his lords and making speeches to rally his troops), Richard is focused entirely on himself: he is concerned only with his own horse and armor and doesn't even ask how his troops or lords are doing.
Back at Richmond's tent, Stanley is warmly welcomed and assures Richmond that he will do all he can for him on the battlefield tomorrow, though he must do so subtly as George Stanley will be killed if Richard detects him fighting for Richmond. All exit with Stanley. Richmond prays to God that his forces be protected and victorious on the field. He sleeps.
Again, Richmond shows himself to be a kind and compassionate leader: warm towards Stanley and generous towards his troops, whose wellbeing he prays for. He wishes not just for victory but that his men are protected.
Between the two camps, the ghosts of King Henry VI, Clarence, Rivers, Grey, Vaughan, Hastings, Edward Prince of Wales, the Duke of York, Anne, and Buckingham rise in succession. Each ghost speaks to Richard and then to Richmond. Each calls on Richard to remember him and to think on the ghosts with shame and guilt. Each calls for Richard's death the next day. To Richmond, each ghost gives a kind blessing and prays for his imminent victory. The ghosts vanish.
Each of the ghosts speak aloud the formerly implicit contrast the play has drawn between Richard and Richmond: where Richard is violent, cruel, and undeserving of the throne, Richmond is gentle, kind, and worthy.
Starting from sleep, Richard cries for "another horse" and for someone to tend his wounds. He realizes it was all a dream but remains rattled, vacillating between self-love and self-loathing. The latter starts to win out and he fears that, should he die, no one will pity him for he cannot even pity himself. Ratcliffe enters and announces it's time to get ready for battle. Richard declares that "shadows" (ghosts) have scared him more than thousands of Richmond's soldiers could. Richard and Ratcliffe exit.
Though he tries to ignore the message of his dream, the ghosts' language proves too powerful for Richard to dismiss and leaves him deeply disturbed. Sick with self-loathing, Richard seems even more disempowered than he did when he first stepped on stage a bitter, outcast hunchback.
At the other camp, Richmond wakes and reports to his lords the "fairest-boding dreams" in which the souls of all Richard's victims cheered him on. It is four in the morning, and time to get going. Before they all set forth, Richmond delivers an inspiring speech to his troops, assuring them that God, goodness, saints, and wronged souls are all on their side. He says even Richard's soldiers would rather have Richmond's side win. They set off for battle.
Where Richard was disempowered by the ghosts' words, Richmond is empowered by them and feels his supporters swell to include God and the saints themselves. He reads his dreams as a good omen. For Richmond's camp, the day has begun.
At Richard's camp, Richard, Ratcliffe, attendants, and soldiers are gathered. A clock strikes and Richard asks whether anyone has seen the sun. No one has, and Richard wonders if the sun "disdains to shine" as it should have been up an hour ago. The black sky is ominous, but he consoles himself by thinking that "the selfsame heaven that frowns on me looks sadly upon [Richmond]."
Time is playing tricks on Richard's camp – where Richmond's camp seemed to sail into the day without a hitch, Richard is perturbed by a lingering darkness, out of sync with the scheduled sunrise. He knows the black sky is a bad omen, but hopes the omen bodes ill for Richmond, not himself. Of course, he is now using language to deceive himself.
Norfolk enters and tells Richard to charge the field. Richard quickly announces his battle plan to his men. Norfolk shows Richard a note left on Norfolk's tent foreboding Richard's defeat. They agree it must be from Richmond's camp. Richard delivers a speech to his troops, calling on them to let "strong arms be our conscience, swords our law" and hurling insults at Richmond's side. A Messenger enters and announces that Stanley refuses to come to Richard's aid. Richard orders George Stanley beheaded, which Norfolk advises him to put off until after the day's battle as Richmond's troops are fast approaching. They charge onto the field.
Where Richmond prepared his lords' field positions a day ahead of time and delivered a stately pre-fight speech to his troops, Richard is rushed and disorganized before battle, having prepared nothing ahead of time but his own horse and armor. While Richmond's speech used praise to motivate his troops by boosting their spirits, Richard tries to spur his troops on by insulting Richmond (when it's likely no one hates Richmond as much as Richard does) and by encouraging them to dehumanize themselves by abandoning their consciences.