A French soldier instructs several sentinels to keep watch on the walls. Talbot enters with Bedford and Burgundy and other soldiers, equipped with ladders. Talbot says that they have chosen the best time to launch a surprise attack, for the French have tired themselves out in celebrations. Bedford and Burgundy criticize Charles for thinking so little of the strength of his troops that he would turn to a witch for aid. The English lords split up and enter the city from three different directions. Talbot and his men scale the wall and the sentinels call the alarm.
Alençon and René emerge, half equipped for battle, followed by Charles and Joan. Charles asks Joan if she has been treacherous and helped the British mount this surprise attack. But she tells him he is just being impatient with her, unfairly expecting her to prevail both while awake and while sleeping. She says the blame is not hers but that of Charles's bad watchmen. Charles condemns Alençon, as it was his men who were on the watch that night. Now the lords fall to accusing each other of forming the weak link in the fortifications, but Joan tells them to stop disagreeing and repair the damage.
The next morning Bedford and Talbot hear the French sounding the retreat. Talbot calls for the body of Salisbury to be brought into the city. Talbot intends to bury him in the center of Orléans so that everyone may know of his death and the sack of Orléans.
A messenger arrives and asks for Talbot: the Countess of Auvergne summons him to her castle so she may behold the man who has achieved such fame. Burgundy thinks her request trivializes war and tells Talbot to ignore it. Talbot, however, decides to visit her and sends the messenger back to the Countess to announce his acceptance.
The Countess prepares for Talbot's visit, remarking that if her plans come off, she will be famous. The messenger announces the arrival of Talbot. Seeing him, the Countess wonders aloud if Talbot can be the same man so feared throughout France; she thinks reports of him must be false, for he seems to be neither a Hercules nor a Hector (both great heroes of Greek legend), and doesn't strike an imposing image. Hearing her expressions of doubt, he turns to leave. She calls him back, however, and when he confirms his identity, she replies that he is then a prisoner.
"Prisoner! To whom?" he asks; "To me," the Countess replies; she explains that she lured Talbot to her home in order to imprison him and make him pay for the death he reaped among her countrymen. Talbot laughs at the idea that she could try to contain him. At his laughter she asks, "Art thou not he [Talbot]?" He says that he is the man known as Talbot, but what she sees of him is not all he is. Rather, what she sees is the smallest part of him, and her castle could never contain the sum of his parts. The Countess thinks he speaks in riddles, so he shows her what he means by blowing on his trumpet. Instantly, English soldiers arrive, and Talbot explains that they are the substance and arms of the greater Talbot, who still holds power over the towns of France.