In front of a tavern on a London street, Hostess Quickly tells her husband, Pistol, that she wants to accompany him to Staines on his way to Southampton. Pistol says no; they (Pistol, Bardolph, and Nym) are mourning Falstaff's death. Hostess Quickly describes for them the death of Sir John Falstaff, whom she attended until the end, and as they make ready to leave for Southampton, Pistol gives Hostess Quickly advice about running the inn. Then he kisses her, as does Bardolph, but Nym refuses. She bids them all adieu.
