Katherine is sewing with her ladies-in-waiting. She asks one of them to sing. The woman sings a song about the power of music to heal sorrow.
A Gentleman enters and tells Katherine that the cardinals want to speak with her. As Katherine asks him to show them in, she worries about what they want with her. Wolsey and Campeius enter. Wolsey asks her if they can speak in a private room, but she says that her conscience is clear, so she is happy to speak here. Wolsey begins to speak to her in Latin, but she stops him, saying that it could make people think that there is something about her cause which must be hidden. She asks him to speak in English, for all to hear.
Wolsey says that they have come not to accuse her, but to know her intentions in the matter of the divorce, and to give her advice and comfort. Campeius says that Wolsey, out of nobility of spirit, has forgiven Katherine for her false accusations against him, and has come to offer help. Katherine is not convinced, saying in an aside to the audience that they have come to betray her. She tells the cardinals that she needs more time to seek counsel before she can give an answer on such an important matter. She tells them she is "a woman friendless, hopeless" (line 80). Wolsey insists that she has both friends and hopes, but she points out that no Englishman would dare to help her, as to do so would be to oppose the king. Those friends she has, she says, are in Spain.
Campeius and Wolsey advise her to place herself under the king's protection, since if the court's judgment goes against her, she risks being disgraced. Katherine tells them that they both wish her ruin, but that there is a higher judge that no king can corrupt - God. She says that she thought them holy men, but now sees that they are heartless and full of sin. She feels that they are enjoying seeing her misery, but warns them to be careful, lest her misfortune rebounds on them. She asks them why she should place her cause in the hands of the king, who hates her. He has banished her from his bed, and she lost his love long ago. She is old, she says, and her relationship with the king consists merely of her obedience. She has been a loving and constant wife, yet she is rewarded by being rejected. Nothing but death will separate her from her "dignities" - her royal title of queen and, presumably, her marriage to the king. Katherine wishes that she had never come to England. She worries about what will become of her and her ladies.
Wolsey protests that he and Campeius mean well, and that she is wrong in her suspicions about them. He warns her that she may damage her cause with the king by her stubborn attitude. Campeius insists that the king loves her and that they only wish to do her service. Katherine tells them to do as they will, and sarcastically says that if she has misunderstood their intentions, it is because she is only a woman, lacking understanding. She says she still loves the king and prays for him.
Katherine, unlike Buckingham, is not prepared to go quietly to her fate. She puts up a strong fight, accusing the cardinals of plotting to betray her and enjoying seeing her suffer. In fact, we do not know the real motives of the cardinals on this occasion or whether they are genuinely trying to help her, as they claim.
Several times, Katherine contrasts the holy exteriors of the cardinals with their corrupt inner nature. At lines 103-4, she puns on the clergy title of "cardinal," which Wolsey and Campeius both have, and the "cardinal (meaning principal or chief) virtues" and "cardinal sins," as defined by the church. There are seven cardinal virtues: faith, hope, love, prudence, justice, fortitude and temperance; and seven cardinal sins: pride, envy, wrath, sloth, avarice, gluttony and lust. While Wolsey and Campeius appear to be "two reverend cardinal virtues," she fears that instead they are "cardinal sins and hollow hearts." Then, at line 117, she questions whether the two cardinals are "anything but churchmen's habits" - that is, whether they have only the external appearance of holiness and not the inner quality. At line 145, once again taking up this theme of external appearance and inner reality, she says, "Ye have angels' faces, but heaven knows your hearts."
Katherine's fate is particularly harsh in the light of her having done nothing wrong. She has been a faultless wife and still loves Henry. He is getting rid of her because she has failed to give him a male heir, because he desires Anne, and because Wolsey is engineering the divorce. From the point of view of the play's grand purpose, however, Katherine's 'fault' is that she is not the mother of Elizabeth. Therefore she must make way for Anne.