The war continues into 1634; winter comes early and food is scarce. The Cook, having been fired from his position, has taken up with Mother Courage. They come upon a parsonage, and Mother Courage wants to ask the parson for food, but the Cook is certain that if he has some, he will not share it. He tells Mother Courage that he received a letter informing him that his mother died of cholera and that the inn she owned now belongs to Cook. He suggests that Mother Courage go into business there with him. Mother Courage presents the idea to Kattrin and, as she does, talks herself into the plan. The Cook asks to speak privately with her, telling Mother Courage that the deal is off if she insists on bringing Kattrin. He says the inn is too small for three and that Kattrin can survive by continuing to run the wagon business. Mother Courage protests, hoping to find a husband for Kattrin in Utrecht, where the inn is located. The Cook adds that he also does not want Kattrin around because she is ugly.

They come upon a man and the Cook begins to sing in hopes that the man will pay him for the song.