Anne Bullen tells the Old Lady how sad it is to think of so good a lady as Katherine being put aside after so many years as queen. She thinks it is better to be low-born and never to have known power than to lose it in this way. She says that she would not want to be a queen. The Old Lady says she is being hypocritical, as it is natural to enjoy wealth and power. While Anne insists that she would not be queen "for all the riches under heaven," the Old Lady says she herself would be queen for a few pennies.
The Old Lady asks Anne if she would be strong enough to be a duchess. Anne says no. The Old Lady teases her by saying that in that case, she would not be strong enough to bear a male child.
The Lord Chamberlain comes in and tells Anne that the king's high opinion of her has led him to make her Marchioness of Pembroke and give her a thousand pounds a year. Anne says that she can only offer her thanks in return, and that she prays for the king. As the Lord Chamberlain is leaving, he notes Anne's beauty and honor in an aside to the audience, and says that she may produce an heir for the king.
The Old Lady says that she has been at court for sixteen years and never gained any advantage from it, whereas Anne has been given all she could wish for without having to try. The Old Lady reminds Anne that she did not want to be a queen. She is incredulous that the king is honoring Anne so highly just out of respect, and wonders if any other obligation is involved. She thinks that perhaps Anne feels strong enough now to be a duchess.
Anne wonders what will happen next. She asks the Old Lady not to tell Katherine about her new title, and goes off to comfort her.
The Old Lady's teasing remark that if Anne does not have the strength to be a duchess, she would not have the strength to bear a male child, would have produced wry laughter in an audience of Shakespeare's day. The Old Lady's remark is an arch reference to the fact that Anne was the mother of Queen Elizabeth I, whose birth is the climax of this play. Henry VIII had been gravely disappointed that Anne gave birth to a girl instead of a male heir (Shakespeare reverses the historical truth and has Henry laud Elizabeth's birth as the triumph of his reign). And during the early part of her reign, Elizabeth was plagued by advisors who doubted that a woman could govern a nation successfully. But Elizabeth's great success as a ruler would have given ironic weight to the Old Lady's prediction.
This is the last time that Anne appears in this play. We learn little about her except that at the beginning of the scene she claims she would not want to be queen, or even a duchess, and yet by the end of the scene has accepted the title Marchioness of Pembroke. Later in the play, she becomes queen. We are not told why she changes her mind, but perhaps it is as the Old Lady suggests - all women like wealth and power. The Old Lady is the voice of experience, set against Anne's voice of innocence.
Anne's first and last speeches voice her concern about Katherine. On the surface, this shows her compassion. But it also has a deeper resonance for an audience aware of the historical Anne's fate: like Katherine, she too will be discarded by Henry, though Shakespeare does not show this in his play.