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Anne Bullen and her attendant, (who is an) Old Lady, discuss the downfall of Queen Katharine outside the queen's quarters. Anne is saddened that Katharine lived for so long without reproach and knew of no plots against her, yet is nonetheless about to fall from grace. Anne thinks Katharine's demise will be all the more bitter because Katharine has known such heights, and she suggests it may be better to have been born poor yet be happy than to be rich and miserable.
Feeling so sorry for Katharine, Anne declares that she herself would never want to be a queen. The Old Lady assures her that she would, since Anne has a woman's heart and, therefore, necessarily desires wealth, eminence, and sovereignty. The Old Lady says she would consent to be a queen for mere pocket change, while Anne insists that nothing could convince her.
The Lord Chamberlain enters, with a message from the king, who has such a high opinion of Anne that he wants to honor her with a new title and an increased annual income. Anne says the only thing she can give in return is thanks, and she prays for the well being of the king. On his way out, Lord Chamberlain notes to himself that Anne has such a wonderful mix of beauty and honor that she can't help but have attracted the king's eye, and he suspects that "from this lady may proceed a gem/ To lighten all this isle" (II.iii.78-9).
The Old Lady exclaims that she has been working at the court for 16 years and has had no improvement in her situation, where Anne has received these blessings almost without trying. Anne's new title, given merely as a sign of respect and without requiring any obligation, promises more future gifts, in the Old Lady's opinion.
Anne quiets the Old Lady and worries what will happen next. But she asks the Old Lady not to mention her new title to Katharine before returning to comfort the queen.
Anne's voice is heard for the first and last time in this play, as she insists that she wouldn't want to be a queen, seeing what terrible misfortune is coming to Katharine. Yet several scenes later, she becomes the queen. What could have changed her mind? Perhaps gifts from the king, like the new title and income offered in this scene, were sufficient, but we never find out.