Buckingham and Suffolk enter a parliament hall at Bury St. Edmunds, followed by York and Beaufort, then Henry and Margaret, then Salisbury and Warwick. Henry wonders where Gloucester is, but Margaret tells him he should take note of his changed countenance. He's become insolent and is always angry, never greeting anyone. She reminds Henry that Gloucester is next in line to the throne, so she advises him against allowing Gloucester near him or in his council. Gloucester has won the support of the common people through flattery, she says, and he can lead them into revolt when he so chooses. It is time to weed the garden, she insists, and she asks Suffolk, Buckingham, and York to back up her female intuition about Gloucester. Buckingham agrees that the actions of the Duchess show Gloucester harbored thoughts of treason; Beaufort reminds the king of Gloucester's strange punishments; and York mentions Gloucester levied large taxes during the French wars, though the money never arrived at its destination as pay for English soldiers.
Henry is dissatisfied and says that he thinks Gloucester is innocent of any treasonous thoughts and too good a man to plot evil. Margaret says Gloucester is even more dangerous since he seems so harmless; he is a wolf in lamb's clothing. Somerset enters from France to report that all the English lands in France have been lost. York mutters to himself in his dissatisfaction that more of his future lands have been lost.
Gloucester enters. Suffolk arrests him for treason, but Gloucester says he is not worried, since he has done nothing wrong. He asks of what he is accused. York says it is thought that Gloucester contributed to the fall of France by not sending money to France to pay the English soldiers. Gloucester says he did not steal any money but rather sent much of his own money since he didn't want to tax the commoners. York mentions the strange tortures for criminals, but Gloucester says he only tortured the worst criminals. Yet Suffolk insists there are still worse crimes of which to accuse him, and he reiterates his arrest charges.
Henry says he hopes Gloucester will prove his innocence. Yet these are bad times, says Gloucester, and virtue and ambition grow wild. He knows the other nobles want him dead, and if his quick death would spell the end of their tyranny, he would gladly die. But, he thinks, his death is just the prologue to their violent play following. He refers to Beaufort's malice, Buckingham's envy, York's ambition. Then, he turns to Margaret, accusing her of having heaped disgraces on him. He declares that all the lords have plotted against him, and he won't be able to prove his innocence because they will pack the court with false witnesses. Beaufort orders Gloucester to be taken away; Gloucester says that the king, thus, throws away his crutch before he has yet learned to walk alone, and he is led off.
Henry is distraught, saying that he believes Gloucester to be honorable. Yet the time has come when he will have to betray Gloucester because all the lords and his wife want Gloucester dead. Gloucester is harmless and innocent, insists the king, but there is nothing he can do to save him but to cry unhelpful tears. Gloucester's enemies are so powerful that even the king can't stop them. He exits with Salisbury and Warwick.
Margaret says the king is full of useless pity, and he is easily beguiled by Gloucester. Beaufort thinks it best for Gloucester to die, but he wonders what excuse they shall make for his death. Suffolk says they have no evidence against him but mistrust. So Suffolk suggests that it doesn't matter if he is accused of anything, he simply needs to be killed. They all agree.