Read the full text of Henry IV Part 2 Act 3 Scene 2 with a side-by-side translation HERE.
Outside his country house in Gloucestershire, Justice Shallow greets his longtime friend, Justice Silence. The two men engage in the easy banter of the middle class – they exchange pleasantries, ask after each other's families, talk about young relatives who are attending law school, the current price of livestock, and so on.
It's not long before the two begin to reminisce about the "good old days," when Shallow and Silence were young students at the Inns of Court (prestigious law schools in London). Nowadays, so many of their old friends are dead and gone.
Shallow says "Jesu, Jesu, the mad days that I have spent." (He's rather fond of this expression.)
The old men note that they too will be dead and gone some time soon, death being the one certainty in life.
Before the Justices can think of any more of their dead friends, Bardolph and Falstaff's Page show up and announce the imminent arrival of Falstaff.
The Justices ask how Falstaff's wife is doing and Bardolph replies that Falstaff is "better accommodated" than with a wife. (Translation: Please. Falstaff doesn't need a wife. He sees plenty of action at the brothels.)
Falstaff arrives, exchanges pleasantries with the old men, and asks if they've gathered up the men he's asked for. (Falstaff is in Gloucestershire to enlist soldiers into the king's army.)
Shallow and Silence have indeed gathered up some men and proceed to trot out the recruits one at a time so Falstaff can inspect them and make fun of them.
The first man is Mouldy (that's really his name) who tries to get out of serving by claiming that his wife will be seriously angry at him if he leaves for battle because she won't have anyone to service her or do the household chores. Too bad, says Falstaff, who signs him up for military service anyway.
Next come Shadow, Wart, and Feeble. The latter is a woman's tailor so Falstaff makes a few cracks about what a "feeble" wimp he must be. He signs up Shadow and Feeble but tells Wart to stand aside.
Then a young man named Bullcalf is trotted out. When Falstaff enlists him, Bullcalf complains that he's "diseased." Apparently, he caught a cold while he was celebrating the king's recent coronation and, sadly, he's now unfit to serve the king in the army. Falstaff signs him up anyway.
Enlisting unwilling men into the military is thirsty work so Justice Shallow invites Falstaff in for a drink and a nice, hot meal.
Of course Falstaff will stay for a drink but he doesn't have time for dinner.
Shallow can't wait to reminisce with Falstaff about the old days, when they were law students together and spent their free time raising hell in the taverns and brothels.
Shallow asks if an old acquaintance, Jane Nightwork, is still alive and Falstaff says yes but she's old these days. (We're guessing by her name that Ms. Nightwork is a prostitute the men used to visit.)
Wow, says, Justice Silence, that was over fifty years ago.
Yep, says, Falstaff, "We have heard the chimes at midnight." Translation: We've seen a whole lot in our day.
We interrupt this program for a brain snack. Orson Welles loved this line so much that he made it the title of his famous film Chimes at Midnight. (The film is an elaborate character study of Falstaff and draws from the history tetralogy and Shakespeare's play The Merry Wives of Windsor.)
Now, back to our program. Shallow says "Jesu the days we have seen!" and urges Falstaff to join him and Silence for dinner. The three old school chums go inside, leaving the lackeys outside.
Bullcalf steps forward and offers Bardolph a bribe. Bardolph takes it, of course.
Mouldy thinks this is a good idea so he offers Bardolph money as well.
Then Falstaff, Shallow, and Silence return and Bardolph informs Falstaff that Bullcalf and Mouldy have coughed up some cash so they can let them go.
Falstaff excuses Mouldy and Bullcalf from service.
Shallow points out that Mouldy and Bullcalf are the most able bodied men in the bunch and Falstaff pretends to be miffed that another man would tell him how to do his job.
Then Falstaff makes Wart march around and demonstrate how to load and discharge a firearm before he declares that he'd take a ragged and skinny soldier like Wart over Mouldy and Bullcalf any old day of the week.
Shallow points out that Wart has absolutely no idea what he's doing.
Falstaff blows him off and says he's got a long way to march that night. He takes his leave of the old men but not before he tells the audience he's going to swindle Justices Shallow and Silence on his way back from the war.
Then Falstaff says that all old men are liars. They love to talk about the good old days but their memories and stories are garbage.