- Back at Pompey’s ship, the former enemies are all making merry together.
- The servants note that Lepidus is wasted, and the others tease him. He’s clearly not as great as the others, and hangs on like a third wheel.
- Antony and Lepidus have a long exchange about life in Egypt, and Lepidus is really interested in Egyptian pyramids, snakes, and crocodiles.
- Meanwhile, Pompey’s man Menas has been whispering in his ear to get him away from the table.
- Pompey finally gets up to hear what the man won’t tell him in his ear. Menas proposes that he cut the boat from the dock, and murder the three drunken triumvirs. This would make Pompey ruler of their shares of the world.
- Pompey laments on hearing the plan: while he would’ve been glad if Menas had done it without asking, now that Menas has told him, he has to admit the murders would be dishonorable.
- He tells Menas to go back to drinking, and forget the whole thing. Menas is angry and vows to leave Pompey’s service becausethe man won’t answer opportunity when it knocks him about the head.
- Meanwhile, Lepidus has to be carried out from too much drinking, and the remaining men dance the "Egyptian bacchanals." Hand-holding, singing, and drinking continues late into the night. Eventually, Caesar leaves and Antony stays on Pompey’s boat. Enobarbus stays with Menas.