Joan and several of her soldiers gather outside the gates of Rouen disguised as peasants. She tells them to wander the city quietly and look for ways to attack the city in force. Charles and his lords Alençon, René and the Bastard of Orléans wait outside the city. Charles wonders how they will know when to attack, when Joan appears with a torch on the city walls. The lords immediately launch their forces. Meanwhile, Talbot discovers the attack in progress and curses Joan, the sorceress whom he blames for his forces' weakened state.
Burgundy and Talbot are within Rouen, along with Bedford, who is ill and propped up in a chair. Meanwhile, the French lords are assembled outside the city. Joan and Charles taunt the English, and Talbot curses Joan for singling out the valiant-but-weak Bedford for mockery. Talbot asks the French if they will dare meet in the field to fight an honest battle. Joan says no, but Talbot says he wasn't talking to her, but to the "real" soldiers, meaning the other French lords. However, they refuse, as well. Talbot scorns them for refusing to fight like gentlemen. Joan and the other Frenchmen depart, saying that she came to speak to Talbot only to remind him of their presence.
Talbot is angered that they reproach his fame and scorn the honor of Bedford. He swears by King Henry and by his father, Henry V, that he will get the town back or die trying. Bedford echoes him. Talbot asks Burgundy to help him move the ill and aged Bedford to a safer place, but Bedford says he would be ashamed to be anywhere but here, near his men. Talbot is impressed by Bedford's indomitable spirit, and he lets him stay near the fight. The English lords exit, and Sir John Fastolf runs onstage. A soldier asks him where he is going, and he declares that he believes the English are about to be defeated; he is fleeing to save his life.
Meanwhile, offstage, the British troops chase away Joan and her French forces, to Bedford's great satisfaction. Now, he says, he can die, having seen the enemy overthrown.
In these several action-filled scenes, we see a contrast between an old mode of warfare, epitomized by Talbot and his men, and a new version, represented by Joan. Joan sneaks into Rouen to find its weakest point before leading the French forces in an assault on the city. Yet such tactics would seem dishonorable to Talbot, who prefers a fair fight. He even asks the French if they would be willing to meet out in a field for an old-style battle, but they refuse. Under Joan, sneak attacks will become the French's primary tactic, while Talbot continues to function under a code in which a soldier values honor above all else--even respecting the honor of his enemy. Bedford, too, is a warrior of the old chivalrous style; he declares he'd rather lead his men from a chair than not be at the battle at all. Burgundy and Talbot compare him to King Arthur's father, who also legendarily attended a battle seated in a chair.
Shakespeare often contrasts the heroes of the past with the new upstarts, and while he portrays the heroes of the past as deserving of respect, he also shows them to be inflexible and out of date. Talbot's kind of chivalry has carried him far, but with the French army now following Joan and her unconventional methods, he will prove unable to adapt; he will, thus, lose. Ironically, his strength of integrity in preserving an old code of honor abandoned by all others only serves to weaken him in the end. The British nobles are too caught up in their internal struggles and political scheming to be able to match Talbot's abilities, and, alone, he cannot successfully fight the forces of change. Yet neither will Joan prevail; if anything, she is too ahead of her times. The French can accept her leadership only to a point: all too soon do they become alienated by this woman playing a man's role; all too soon do they abandon her.