Sir John Falstaff is making his second attempt at wooing Mistress Ford when Mistress Page once again appears (as planned) with news that Master Ford is returning home early. Falstaff refuses to get inside the buck-basket again, and the house has no secure hiding place for the fat knight. Further, Mistress Page informs Falstaff that Ford’s brothers, armed with pistols, are watching all of the exits. So, Mistress Ford suggests that Falstaff disguise himself as her maid’s aunt, a woman referred to as “the fat woman of Brentford” (line 61: Brentford is a village somewhat near Windsor). Mistress Ford adds that the fat woman has left a dress in her house, and it is big enough to fit Falstaff.
Falstaff, fearing for his life and once again willing to humiliate himself, runs upstairs to put on the disguise. Mistress Ford then confides to Mistress Page that her husband detests the fat woman of Brentford and accuses her of being a witch. Further, Ford has threatened to beat the fat woman if he ever finds her inside his house again.
To add to the merriment of the scene, Mistress Ford asks her servants, John and Robert, once again to carry out the buck-basket holding the dirty laundry. Thus, Mistress Ford will once again be playing pranks on both Falstaff and her husband.
While Mistress Ford proceeds with her plans, Mistress Page recites a merry poem: