Act II takes place the next evening, at the same time and place. The tree now has four or five leaves on it. Estragon's boots and Lucky's hat remain onstage when Vladimir enters, looks around, and begins to sing. Estragon enters and suggests that Vladimir seemed happier without him. He says that he does not know why he keeps returning to Vladimir, since he too is happier alone, but Vladimir insists that it's because Estragon does not know how to defend himself.
Vladimir suggests that things have changed since yesterday, but Estragon does not remember yesterday. Vladimir reminds him about Pozzo and Lucky, and they begin to argue about whether Estragon has ever been in the Macon country. Estragon once again says that it would be better if they parted, but Vladimir reminds him that he always comes crawling back. They decide to converse calmly but soon run out of things to say, and Vladimir grows uncomfortable with the silence.
Vladimir looks at the tree and notices that it is now covered with leaves, although yesterday it was bare. Estragon says that it must be spring, but also insists that they were not here yesterday. Vladimir reminds him of the bones that Pozzo gave him and the kick that Lucky gave him and shows him the wound on his leg. He asks Estragon where his boots are and—when Estragon replies that he must have thrown them away—points out the boots on the stage triumphantly. Estragon, however, examines the boots and says that they are not his. Vladimir reasons that someone must have come by and exchanged his boots for Estragon's.
Vladimir gives Estragon a black radish, but since he only likes the pink ones, he gives it back. Estragon says he will go and get a carrot, but he does not move. Vladimir suggests trying the boots on Estragon, and they fit, but Estragon does not want them laced. Estragon sits down on the mound and tries to sleep. Vladimir sings him a lullaby, and he falls asleep, but soon wakes up from a nightmare.
Vladimir is pleased to find Lucky's hat on the ground because he believes it confirms that they are in the correct place. He puts on Lucky's hat and hands his to Estragon, who takes off his hat and hands it to Vladimir. This switch occurs several times until once again Vladimir wears Lucky's hat, and Estragon wears his own hat. Vladimir decides that he will keep Lucky's hat, since his bothered him. They begin to play Pozzo and Lucky's roles, with Vladimir imitating Lucky and telling Estragon what to do to imitate Pozzo. Estragon leaves, but quickly returns because he hears someone coming.
Vladimir is sure that Godot is coming, and Estragon hides behind the tree. He realizes that he is not hidden and comes out, and the two men begin a watch with one stationed on each side of the stage. When they both begin to speak at once, they get angry and begin insulting each other. After they finish their insults, they decide to make up and embrace. They briefly do some exercises and then do "the tree," staggering around on one foot.