Falstaff and Bardolph while away the time at the tavern in Eastcheap. Falstaff is feeling out of sorts and promises to repent and change his way of living. Bardolph tells him he won't live long, and Falstaff reviews his life facetiously, saying he has not lived too badly. But when Bardolph makes a remark about how fat Falstaff is, Falstaff forgets his reflective mood and teases Bardolph unmercifully about his red face. He says Bardolph has saved him a lot of money in flares and torches on dark nights because his face lights the way.
The Hostess enters and Falstaff asks her whether she has found out who picked his pocket a few days before (he is referring to the incident at the end of Act 2, scene 4). The Hostess denies ever having thieves in her tavern, and reminds Falstaff that he owes her money. Falstaff tells her to ask Bardolph to pay, but she knows Bardolph has no money.
The Prince and Poins enter. Falstaff and the Hostess appeal to him to settle their quarrel. The Hostess says that Falstaff spoke ill of the Prince, which Falstaff denies. She and Falstaff then fall to quarreling. The Prince soon takes the Hostess's side, and tells Falstaff he should be ashamed of himself for accusing her of picking his pocket. He then accurately describes the contents of his pocket that he has lost, which amounts to nothing of any value. Falstaff then realizes who it was who picked his pocket, and he apologizes to the Hostess.
After the Hostess exits, Falstaff inquires about the consequences of the robbery. The Prince tells him that all the money has been paid back. Then he tells Falstaff that he has secured him a command for the upcoming battle. The Prince then sends Bardolph with letters to his brother, John of Lancaster, and Westmoreland. Then he tells Peto to get to his horse, for he and the Prince have thirty miles to ride before dinner time. Finally, he arranges to meet Falstaff the following afternoon, when Falstaff will receive money to equip his men.
After the genuineness of Prince Hal's promise to mend his ways in the previous scene, we immediately see Falstaff making one of his periodic promise to reform. We know that he will not do so.
Falstaff as always uses his wit to keep himself out of trouble, managing to evade the consequences of his words and actions. He is always able to puncture conventional morality, and disarm his adversaries, with his verbal sallies. When Prince Hal rebukes him for falsely accusing the Hostess of picking his pocket, for example, Falstaff's reply is classic Falstaff, evading responsibility with a humorous play on Christian theology of the Fall, and a self-deprecating remark about his own physical bulk: "Thou knowest in the state of innocency Adam fell, and what should poor Jack Falstaff do in the days of villainy? Thou seest I have more flesh than another man, and therefore more frailty" (lines 169ff).
The change in the Prince is apparent in this scene. He is all business. He does not have time anymore to fool around.