In the Garter Inn, Falstaff tells Pistol that he won't lend him any money. Falstaff says he's already done enough for Pistol by bailing him out of trouble, and still Pistol won't deliver Falstaff's letters. He tells Pistol that he gets cash by lying and cheating, while Pistol is poor because he insists on maintaining some honor.
Mistress Quickly arrives to speak to Falstaff. She draws him aside and tells him that Mistress Ford has had many noble suitors over the years, yet she chooses Falstaff. She reports that Ford will be out of the house between ten and eleven the next day. Quickly mentions how jealous Ford is and repeats the hour when Falstaff may visit. Then she adds that Mistress Page sends word that her husband is often at home, but that she hopes a time may come when Falstaff may visit her, too. Mistress Page asks Falstaff to send her a letter. He sends his regards to the women, and Quickly departs.
Bardolph enters with news that a man named Brooke wants to speak to Falstaff. Ford enters, disguised as Brooke, and asks Falstaff for his help. He offers money to Falstaff in return for help in wooing Mistress Ford for himself. He says that he has loved her for a long time, but that he has been unable to get her to pay any attention to him. She has always behaved honestly, but he wonders if there are cracks in her virtuous temperament. He compliments Falstaff and his power over women and asks him if he will seduce Ford. Falstaff asks Brooke if he really wants him to seduce her, but Brooke explains that if she falls first to Falstaff, then she can no longer use her honesty as an excuse to scorn him, and she will have to fall for him.
Falstaff accepts Brooke's money and tells him that he already has a plan to visit her between ten and eleven the next morning. Brooke asks him if he knows what Ford looks like, but Falstaff says he doesn't. He urges Brooke to come to him the next day to hear about his visit with Mistress Ford, and he departs. Alone, Ford speaks angrily of his wife, who has already made a date with Falstaff. He cannot trust his wife to control herself, he declares. He can barely wait for the next morning, when he will be avenged on Falstaff, catch his wife in the act, and prove to Page that his jealousy has been valid.
Meanwhile, Caius waits in a field for Evans to arrive. The Host of the Garter finally enters, accompanied by Shallow, Page, and Slender. They have come to see the fight but discover that Evans is nowhere to be seen. Shallow says that Evans is smart not to have come to fight; as a clergyman, he heals souls, and Caius heals bodies. For either to fight goes against both of their professions. Shallow says that he has come to try to convince Caius to forget the fight.
The Host asks to speak to Caius and keeps insulting him with words that Caius doesn't know. When Caius asks what the Host is saying, he explains that his insults are actually honorable, valorous words, so Caius instantly misuses them. The Host promises that he will bring Caius back to Windsor by a route that will pass a farmhouse where Anne is feasting, and he can woo her there. Caius is delighted and goes with the Host.
The intrigues compound in this section, which introduces the theme of disguise into the play. Mistresses Page and Ford have hired Quickly to set up Falstaff, and she names the hour when Falstaff will walk into a trap at Ford's house. Meanwhile, Ford sets his own trap for his wife, or so he thinks, when he disguises himself as Brooke and asks Falstaff to seduce Mistress Ford so that he may have an easier time seducing her in the future.
The lines between the Host and Caius probably delighted audiences during Shakespeare's time. Caius's accent is again mocked, this time alongside his shaky command of English, especially English slang. Though the Host's slang is unfamiliar to modern readers, the confusion he creates in Caius is still funny.