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In Coventry, on the road to Shrewsbury, Falstaff and his foot soldiers take a breather and Falstaff sends Bardolph to town for a bottle of sack (wine).
Falstaff tells us that he's abused his powers as a captain. He's allowed able-bodied soldiers to buy their way out of service and has, consequently, amassed a sad looking group of scraggly troops, most of whom are fresh out of prison.
Prince Hal enters with Westmoreland and asks Falstaff about his raggedy troops. Falstaff responds that they're "food for [gun] powder" and will "fill a pit" as well as any dead body.
Yikes! Westmoreland comments that the troops are "exceeding poor and bare, too beggarly."