Scene 1. The Garter Inn. The outraged Dr. Caius launches an attack on the boorish behavior of Falstaff and his sidekicks, Bardolph and Pistol, but they laugh off the complaints. In hopes of improving his fortunes, Falstaff plans to seduce two wealthy married women, Alice Ford and Meg Page. He composes identical love letters to both, which Bardolph and Pistol refuse to deliver. Falstaff lectures them on honor and sends a pageboy as messenger.

Scene 2. Ford’s House. Alice and Meg discover Falstaff’s duplicity and decide to turn the tables. Ford, Alice’s husband, is enraged when he finds out about Falstaff’s plan and plots his own revenge. Meanwhile, Alice’s daughter, Nannetta, snatches a few moments – and a few kisses – with her sweetheart, Fenton.

Scene 1. The Garter Inn. The ladies’ friend Mistress Quickly arranges an assignation for Falstaff with Alice. But then Ford himself, disguised as “Master Brook,” arrives. He proclaims his own affection for Alice, but proposes to hire Falstaff to smooth his way by seducing her first. Falstaff gladly accepts.

Scene 2. Ford’s House. Quickly reports to Alice and Meg on her visit with Falstaff. Meg and Quickly hide when Falstaff comes to pay suit. His declarations are interrupted by Ford’s arrival. As Ford searches the house, Falstaff hides in a basket of dirty linen. Hiding elsewhere are Nannetta and Fenton. Their noisy kissing sidetracks Ford, who has other marital plans for his daughter. Alice orders the servants to toss the laundry basket and its occupant out the window into the Thames River below.

Scene 1. The Garter Inn. Mistress Quickly persuades Falstaff that Alice is contrite and wants another assignation, this time at midnight under an oak in Windsor Forest. Alice and the other townspeople decide to frighten Falstaff by dressing up as elves, fairies, demons and wood sprites.

Scene 2. Herne’s Oak in Windsor Forest. Falstaff arrives disguised as a huntsman. The “forest spirits” torment Falstaff as part of the “Masque of the Fairy Queen,” which includes the wedding of Nannetta and Fenton. When they realize that they’ve been hoodwinked, Ford accepts his daughter’s marriage and Falstaff accepts his comeuppance in good humor.