At the Garter Inn, Bardolph asks the Host if the German guests may borrow three of the Host's horses, because they are on their way to court to meet their Duke. The Host agrees reluctantly.
At Ford's house, Ford, Page, Mistress Ford, Mistress Page, and Evans talk. The women have told their husbands about their plots against Falstaff, and Ford asks his wife to forgive him. He says that he will never doubt her again. Page suggests that they continue with the sport and try to plan a public humiliation of Falstaff. Mistress Page recalls an old tale about ghostly Herne the hunter, a vicious spirit known to visit a particular oak tree at midnight in winter. Many fear to walk by Herne's oak tree at night still.
Mistress Ford sees her drift. She says they should get Falstaff to go to the oak tree disguised as Herne. Then their sons and daughters will come out of hiding, all dressed up as elves and goblins, to encircle Falstaff and pinch him. They can ask Falstaff leading questions that will get him to reveal why he came to the woods at that time. When he admits his dishonorable intentions, they can mock him openly in Windsor.
The men like this plan, especially Page, who imagines that he can use the ensuing confusion as an opportunity for Slender to elope with Anne Page. Ford says that he will go to Falstaff as Brooke to find out if he plans to accept the third invitation from Mistress Ford. Evans goes off to prepare the children's costumes. And Mistress Page considers that she can conveniently get Caius to elope with Anne when they are all in disguise.
The Host enters the Garter Inn with Simple. Simple wants to see Falstaff, but he thought he saw a fat woman going to his room and doesn't want to interrupt. Worried that Falstaff is being robbed, they go to Falstaff's room. Falstaff says that the fat witch is gone. Simple and the Host ask if the old lady had any predictions about them; Falstaff makes up ambiguous replies that reveal nothing.
Bardolph enters, covered with mud. He says that the Germans ran off and stole the Host's horses. Evans enters and tells the Host that he should watch out, as he's heard reports that three German men have been stealing horses in neighboring towns. Then Caius enters and announces that he should not bother making preparations for the arrival of a duke of Germany, as that man doesn't exist. The Host is upset, realizing that someone has tricked him and he has lost three horses. Falstaff comments that the whole world seems to be having bad luck, for he has, too, and been beaten besides.
Mistress Quickly enters with a message from Mistresses Ford and Page. She says that Mistress Ford, too, was beaten, and is upset at Falstaff's misfortune. Quickly says she has news and urges that they speak in private.
Fenton and the Host speak; the young suitor asks the Host to help him. He speaks of his love for Anne Page. He just received a letter from her, he says, that tells of a plot to trick Falstaff. Her father has commanded her to dress in white as a fairy queen and to elope with Slender once the confusion arises. Meanwhile, her mother has ordered her to dress in green with a mask and to elope with Caius. The Host asks which of her parents she means to deceive; both, says Fenton. He asks the Host to help him procure a vicar who will marry them that evening.
The story about a German duke is a fiction made up by Caius and Evans to avenge themselves on the Host. The unfolding of this scheme is somewhat unclear during the play, which means that, sometime between the first performance of the play and its publication, a scene or more may have been lost wherein some characters may have disguised themselves as Germans and fooled the Host.
Mistresses Page and Ford reveal to their husbands that they have lured Falstaff to Mistress Ford's house in order to humiliate him, thus concluding the part of the plot necessitating them fooling their husbands. Mistress Ford teaches her husband that he shouldn't be jealous, for she is an honest woman, and Mistress Page reaffirms her virtue in her husband's eyes. Once they see the schemes of their wives, they want to join in and make sure Falstaff suffers one more time. By this time, their point has been proven, but they go on anyway with complex plans for a supernaturally-tinged final humiliation, which will overlap with various elopement plans.
Ford has learned the error of his ways, but Page and his wife have not yet learned their lesson. As each parent schemes to have their favorite meet their daughter in a different outfit and elope, they each continue to demonstrate their great flaw--an inability to listen to their daughter. They each believe that they are more right than the other, and both smarter than their daughter, about whom she should marry. But in the final unfolding of events, they will find they were both wrong and should have listened to her.
Fenton's discussion with the Host about the letter he received from Anne is the only scene in the play spoken exclusively in verse. Fenton's high estimation of his love may account for his speech, whereas prose spoken elsewhere in the play illustrates the middle-class milieu of Windsor's natives.