Falstaff and Bardolph are near Coventry, in the midlands. Falstaff sends Bardolph along ahead of him. Alone, Falstaff confides that in the conscription of soldiers, he has been cheating. He has allowed men of means to buy themselves out of military service, providing him with a profit. The soldiers that remain are a pathetic, ragged bunch, not fit for battle, or for anything. Falstaff has recruited some of them direct from prison.
Prince Hal and Westmoreland enter. They both comment on how pitiful Falstaff's men appear. Falstaff replies that his men will fill a grave as well as any other.
As the Prince departs, he tells Falstaff to make haste to Shrewsbury.
This scene reveals Falstaff in a poor light, hardly mitigated by his characteristic wit. He is profiteering from the war, and his recruitment practices are outrageous. He has no sense of the responsibility that a leader should have to his men. They are merely cannon fodder, and Falstaff does not care in the slightest. If the audience is still looking for a reason why the Prince must eventually free himself completely from Falstaff's influence, here it is.
The scene also gives a glimpse, in Falstaff's ragged men, of the lot of the common soldier in such a war. The leaders might talk of honor, or justice, or whatever is the most effective rallying cry, but for the ordinary foot soldier, the most likely result is a painful death in a war the rights and wrongs of which he is unable to judge.