Warwick is joined on the field of battle by Edward, then George and Richard. They are losing the battle; Richard tells Warwick about his half brother's death. Warwick is enraged and swears he will have revenge. He vows he will not pause in his fight until their side wins. Edward joins him in the vow, and the brothers and Warwick head back into the battle, fighting on with the soldiers that remain.
Richard chases after Clifford, wanting revenge for the death of his father and brother. The two fight; Warwick comes to help Richard, so Clifford flees. Richard asks Warwick to stay away, and he sets after Clifford himself.
Henry watches the battle, observing that the opposing sides sway like the ocean, from one side of the field to the other and back. He sits on a small hill to watch the fight and to consider how his life has been filled only with grief and woe. He would have been happier, he thinks, if he had been a shepherd. He imagines how his life world run in such a life--so many hours spent with his flock, resting, thinking, or enjoying himself. He imagines a lovely life and how much better a shepherd's lowly meal would be than a king's sumptuous dinner.
A soldier enters, carrying another dead soldier. Henry watches from the side as the soldier strips the armor from the man he has killed, looking for money or loot. As he takes off the helmet, the soldier realizes that he has killed his own father. The soldier was enlisted to the king's army from London, while his father was one of Warwick's servants. As the soldier weeps, Henry comments on the terrible times, where the common people suffer as their leaders struggle for primacy.
Then, another soldier enters with another body and looks, like the first soldier, for cash on the body. Removing the helmet, the soldier discovers he has killed his own son. What an unnatural, miserable age, says the soldier, what terrible acts take place because of this unfortunate struggle among the nobles. Henry mourns, wishing his death might stop these horrific events. While the first soldier wonders how he shall tell his mother what he has done and the second imagines how his wife will handle the news, Henry thinks how angry the nation will be at its king. Yet he grieves so much for the suffering of the common people. The soldiers exit, leaving Henry alone and overcome with woe.
Prince Edward enters and tells his father to flee, for Warwick's army is winning. Margaret and Exeter enter and urge the same.