Henry talks with Gloucester and Clarence, trying to wring some cheerfulness from the forbidding situation. Then he comes upon Sir Thomas Erpingham, who is old, and tells him that he should really be resting his head on a soft pillow rather than on the hard French ground. But Erpingham replies that he is quite content, which prompts Henry to some more moralizing about the need to make the best of the situation.
Henry borrows Erpingham's cloak and goes off on his own. He comes upon Pistol, who does not recognize him in the darkness and because of the cloak. In their conversation, Pistol praises the King in extravagant terms. Henry says his name is Harry le roi (which is French for King), and Pistol mistakenly thinks Leroi must be a Cornish name (Cornwall is in southwest England). Pistol makes it clear that he has a quarrel with Fluellen, and Henry comments on Pistol's fierce demeanor.
Henry stands to one side as Gower and Fluellen talk. In a torrent of words, Fluellen rebukes Gower for speaking too loudly. After they exit, Henry comments that he sees a lot of courage in Fluellen.
Three common soldiers, John Bates, Alexander Court and Michael Williams enter. They are, not surprisingly, in apprehensive mood, since dawn is about to break. When they hail Henry, the King says he is one of Sir Thomas Erpingham's men. They ask what Sir Thomas thinks of their situation, and Henry replies that he believes it to be hopeless. Bates asks whether Sir Thomas has told this to the King. Henry replies that he has not, and should not. The King is only human, like all his men, and if someone lets fear take possession of him, that fear might get passed on to the King, and then the whole army would get disheartened.
Bates then says he expects the King wishes he were elsewhere that night, but Henry disagrees. In that case, says Bates, he wishes the King was there alone, so he could be ransomed and many men's lives spared. Henry, still unrecognized, says that for himself, he will be content to die in the King's company, since his cause is just. This prompts Williams to say that they do not know whether his cause is just or not, but he is rebuked by Bates, who says they do not need to know. They are the King's subjects and are duty-bound to serve him. If his cause is wrong, they will not be held responsible for it. Williams replies that if the King's cause is not just, he will bear a heavy responsibility for all the men killed in battle who have not had time to dispose of their affairs. Henry denies this. He says the King is not responsible for the manner in which any of his men meet their deaths. Some of them are probably guilty of crimes committed before the battle. If they are killed, they cannot escape the judgment of God; it is God, not the King, who sends them to damnation. The subject owes his duty to the King; but his soul is his own and must answer for whatever sins the man has committed. Bates agrees with this argument.
Henry then says he heard the King promise that he would never be ransomed (meaning that he would not try to save himself while his men were being killed). Williams responds skeptically to this, leading Henry to say that he would never trust the King again it he went against his word. Williams finds this comment ridiculous, since what difference would anything a common soldier says make to a king? Henry takes exception to this, and says he would quarrel with Williams if the time were more convenient. They agree that if they both survive the battle, they will fight when they next meet. They exchange gloves so that they will recognize each other, while Bates urges them to be friends, since they have enough quarrel with the French.
Henry, now left on his own, soliloquizes on the burdens of kingship. What is the real nature of the worship that men give him, since he is often merely flattered? He reflects that all the ceremony of the office cannot cure him of physical ailments. And because of the cares that weigh him down, he cannot sleep so well as the simple laboring man who works hard during the day, eats, and then, with a vacant mind, sleeps soundly.
Erpingham enters, and tells Henry that the nobles are anxious about him because they do not know where he is. Henry asks Erpingham to assemble all the nobles in his tent.
As Erpingham leaves, Henry speaks another soliloquy. He prays that God may give his soldiers courage. He also begs God not to think this day of the wrong that Henry's father did in seizing the crown. (Henry's father overthrew Richard II, and had Richard imprisoned and killed.) Henry says he has done much to make amends for that crime, such as employing priests to pray for Richard's soul, although he knows it is not enough.
In his encounter with Pistol, Henry shows that at least one of his old friends still loves him, and this is perhaps a reminder that the king has not lost the common touch. His encounter with Bates, Williams and Court is not so comfortable, however. Many commentators see Henry as being less than willing to accept his responsibilities for what happens to his men in battle, and the skepticism of Williams shows that not all the English soldiers revere their king.
In his final prayer, Henry reveals the complexity of the situation in which he finds himself. He can rally his men for the battle, but he cannot say what God's judgment will be, because there are larger historical forces at work. Henry is bitterly aware that his father came to the throne illegally, and that all his efforts to make amends for that crime can never be enough. So at some point the wheel of history will turn full circle, and he will be the loser. This shows Henry's awareness that for a political and military leader, there are some things that are within his control and some that are not.