Falstaff and Bardolph appear on a public road near Coventry, followed by a newly enlisted company of soldiers. Sir John orders Bardolph to replenish his supply of sack and to tell Peto to meet him at the town's end. He dislikes the idea of marching his men through the town in their rags and tatters. Abjectly impoverished, not one of them could pay him, as so many others had, for release from military service. In Falstaff's own words, "No eye hath seen such scarecrows" (41).
Prince Hal and Westmoreland meet him on the road and comment on the poor creatures whom Falstaff leads. The knight remains undisturbed and is philosophical in the face of this criticism. And, for that matter, the prince seems amused rather than indignant. All are to make haste, says Hal, for Percy is already in the field.
Sir John Falstaff, knight of the realm and an officially appointed commander of troops, is off to the wars. A new Falstaff, then? Not at all. This latest "action" provides another occasion for plunder, another chance to show what he thinks of "old father antic the law." Well he knows that the soldier must have his provisions; therefore his first concern has to do with a bottle of sack. In his brilliant soliloquy (12-52), he practically boasts of the disreputable means he has employed to fill the ranks of his company. Nor has he spent a farthing to outfit the beggarly creatures. He had been careful to demand in the king's name those men who would, by one means or another, be able to pay for their release. Then, thanks to the cooperation of minor local officials, he filled the ranks with jail birds — which does not mean that any had been guilty of any serious offense, since roving beggars were subject to arrest in sixteenth-century England. And so these ragged specimens of humanity "march wide betwixt the legs as if they had gyves [fetters] on" (43-44). Led by the corpulent, well-fed Falstaff, these bare-boned, lowly subjects are a grotesquely incongruous sight, all the more so if one recalls the splendor of the prince and his fellow warriors in their plumes and glittering gold coats, as described by Sir Richard Vernon in the preceding scene. These "pitiful rascals," as the prince calls them, will win no glory, no honor in the wars. In Falstaff's callous words, they are just "food for powder" (72).
If Falstaff remains a speaker of brilliant prose in this scene, his humor now is grim. Here he is not victimizing a tavern hostess or engaging in robbery devoid of physical violence; he is dealing with the lives of his fellow men, but again he is concerned only with personal gain. He remains "as vigilant as a cat to steal cream" (65). Falstaff must be allowed to follow his course with logical consistency. Significantly, the Prince of Wales does not reprove him; he is permitted to proceed on the march to Shrewsbury.