The scene switches to an innyard in Rochester, very early in the morning. Two carriers (men who transport various items, in this case including bacon, ginger and turkeys), are grumbling about their working conditions as they start to prepare the horses in readiness for their departure. Gadshill enters and asks to borrow their lantern so he can inspect his gelding in the stable, but the men are suspicious of him. As the carriers exit, a chamberlain enters. (A chamberlain was a servant.) The chamberlain has been acting as Gadshill's spy, seeing who among the wealthy guests will be the best target for a robbery. He tells Gadshill that a wealthy farmer, who has three hundred marks with him in gold, is traveling with a revenue officer, who is also carrying money.

Gadshill confirms that these men will be robbed. The chamberlain jokes that Gadshill may face the hangman one day, but Gadshill replies that if he is going to hang, so will Sir John Falstaff. Then he boasts that he and his pals are not your average thieves-they are of a higher class. After some more banter, the two men exit.