Richard and his followers are at Bosworth Field in Leicester. He gets his men to pitch their tents, but he notes that they seem to be looking a bit unhappy.
Nonetheless, Richard seems unshakable in his optimism, especially since he's learned that Richmond has only six or seven thousand troops, a third of Richard's own forces. Besides the numbers, Richard is confident he'll win because he's the king.
Important note: In some editions of the play, this scene continues. In the edition we're working with (<em>The Norton Shakespeare</em>, second edition, published in 2008), Act 5, Scene 3 ends here and the action is picked up in Act 5, Scene 4.