Falstaff arrives at the Ford house and tries again to seduce Mistress Ford with words. Mistress Page calls from outside, so Mistress Ford hustles Falstaff into another room and then lets her friend in. Mistress Page reports that Ford is again in a jealous frenzy, convinced Falstaff is back in the house, and is bringing others to conduct another search. She says the men are only moments away. Mistress Ford panics, explaining that Falstaff is on the premises. Mistress Page urges immediate action, saying that it is better to risk public embarrassment than violence, while Mistress Ford wonders if they should hide him in the basket again.

Falstaff emerges, refusing another basket escape and proposing alternative hiding spots, each of which the women reject as obvious or dangerous. Mistress Page suggests a disguise. Mistress Ford remembers a large dress upstairs belonging to her maid’s aunt, along with a big hat and muffler. They rush Falstaff off to put it on. Mistress Ford notes privately that Ford loathes the woman and has even threatened to beat her, and Mistress Page prays that fate will steer the disguised knight straight into Ford. Before rejoining Falstaff, Mistress Ford orders her servants to be ready with the laundry basket again and to obey Ford if he stops them. They want to tempt Ford into looking through the laundry basket.

Ford enters with Page, Caius, Sir Hugh, and Shallow and immediately has the basket set down, accusing the servants of abetting a conspiracy. He summons his wife, rants about being made a fool, and demands that the basket be emptied. Page pleads for restraint, Sir Hugh calls the behavior “lunatics,” and Shallow says Ford wrongs himself. Mistress Ford also appears and stoutly denies any wrongdoing. However, Ford insists that the basket hid a man yesterday and may do so again. When the servants pull out only laundry, Ford, chastened but still suspicious, urges a full search of the house once more, vowing to accept lifelong mockery if proved wrong. The men disperse to search.

Mistress Ford calls to Mistress Page and the “old woman” to come down. Hearing this, Ford explodes: He has forbidden the woman from his house, believing her a witch. He seizes a cudgel just as Mistress Page appears, escorting Falstaff in the old woman’s attire. Ford drives the “witch” out with blows. After the men follow to see the outcome of the search, the wives compare notes. They remark on the beating Falstaff has taken and discuss next steps: They intend to tell their husbands exactly what they have done and, if the men wish, arrange for Falstaff to be publicly shamed.

At the Garter Inn, Bardolph tells the Host that a party of Germans wants to hire three of his horses to ride out and meet a duke who will be at court the next day. The Host, skeptical but tempted by profit, agrees to lend the horses and vows to make the visitors pay handsomely, noting that they have monopolized his lodging without paying. He goes to speak with them.

Page, Ford, Mistress Page, Mistress Ford, and Sir Hugh confer. The wives reveal the identical letters Falstaff sent and the two pranks they engineered to get revenge on the knight. Ford apologizes to his wife and pledges to trust her going forward. Attention turns to the next move: The couples agree to stage one more meeting to expose Falstaff and turn the episode into a public entertainment.

Mistress Page proposes using the local legend of Herne the Hunter, who supposedly haunts a particular oak in Windsor Forest at midnight. The plan is to summon Falstaff to meet the wives at Herne’s Oak at that hour. Meanwhile, a troop of children, including Anne Page and William, will dress as fairies and ambush the knight with a choreographed entrance and song. On cue, the wives will feign fright and flee, leaving the “fairies” to encircle, pinch, and question Falstaff until he confesses his purposes. Once he does, the adults will reveal themselves and march him back to town in mock triumph. Sir Hugh volunteers to train the children and even to take part with his drum. Ford offers to play the part of “Brook” to ensure that Falstaff will come.

Privately, Page and Mistress Page plan to use the nighttime masquerade to secure Anne’s marriage. Page, aside, resolves that while the festivities distract everyone, he will have Slender steal Anne away to Eton for a quick wedding; he exits to buy silk for Anne’s white costume and set the elopement in motion. Mistress Page, left alone after sending Mistress Ford to invite Falstaff to the rendezvous, reveals her own intention to have Anne elope with Caius.

Back at the Garter Inn, Simple arrives from Slender to seek Falstaff and, more specifically, the “wise woman of Brentford” (4.5.25-26), whom he saw go into Falstaff’s chamber. Falstaff comes out and admits a woman indeed visited but says that she has since gone. Simple asks if it was the wise woman; Falstaff says that she was and answers Slender’s query about his stolen chain: Nym did steal it from him and still has it. Simple wishes he could have spoken to the woman about Anne, to know whether Slender will have her; Falstaff tells him to report that the wise woman said it would be so. Simple thanks him and departs.

Bardolph rushes in with bad news: The Germans have galloped off with the Host’s horses, having thrown Bardolph into the mud near Eton. The Host refuses to believe at first, but Sir Hugh arrives to warn that three German swindlers have been cheating hosts in nearby towns out of horses and money. Doctor Caius then corroborates that no German duke is expected at court. Realizing the Germans fleeced him, the Host orders a hue and cry and runs out with Bardolph to pursue the thieves.

Falstaff remains, lamenting that he has been both cheated and beaten and dreading how the court would laugh if it knew how he had been dunked and cudgeled. Mistress Quickly then arrives with new instructions and a letter from Mistresses Ford and Page. She claims the wives have suffered, too, especially Mistress Ford, and promises that if he hears her out, he will be satisfied. Falstaff, still sore and suspicious, nevertheless brings her upstairs to hear the proposal.

Fenton meets the Host, who is dejected over the loss of his horses. Fenton asks for his aid and promises to reimburse him generously, offering £100 beyond whatever the Host has lost. The Host agrees to listen and keep it a secret. Fenton then lays out the entire scheme for the midnight meeting at Herne’s Oak and explains how both of Anne’s parents plan to take advantage of the masquerade to marry her off: Page intends Anne to be dressed in white so that Slender can recognize her, take her hand, and elope in Eton, while Mistress Page intends Anne to be dressed in green so that Doctor Caius can identify her and take her to the deanery, where a priest stands ready. Anne has outwardly consented to both plans.

However, Fenton then reveals that Anne intends to deceive them both and go with him instead. He asks the Host to procure a vicar who will be ready to perform a marriage. The Host agrees to fetch the clergyman. Fenton thanks him, promising immediate and future recompense, and they part to set the final arrangements for the night’s strategy.