- At Cleopatra’s palace in Alexandria, Enobarbus half-heartedly consoles Cleopatra. He claims Cleopatra has no fault in the defeat—Antony chose to let his affection for her overpower his reason, so Antony bears both the shame and the loss. This is cold comfort to Cleopatra.
- Antony enters with Caesar’s messenger.
- Antony discovers from the messenger that if Cleopatra turns him over to Caesar, Caesar will give her all sorts of honors and lands.
- Antony is, of course, furious, and says Caesar’s victories are only the luck of his youth—his armies would do as well if they were led by a child.
- Antony resolves to challenge Caesar man-to-man, sword-against-sword, and exits to write the letter of challenge.
- In an aside, Enobarbus lamentsAntony’s fall from grace.
- Thidias, Caesar’s other messenger, arrives. He suggests to Cleopatra that she only gave into Antony out of fear, not love, so she doesn’t deserve her dishonor, but instead deserves pity. Cleopatra says Caesar is indeed a god, and she agrees that Thidias speaks rightly, as she didn’t yield to Antony, but was conquered against her will.
- Enobarbus hears all of this and exits, remarking that Antony is like a leaky boat that's sinking fast. Even his love has abandoned him! Thidias goes on, promising that Caesar would be glad to warmly offer protection (and who knows what else, warmly) to Cleopatra.
- Cleopatra then does the despicable, telling the messenger to pass on to Caesar that she would kneel at his feet, give over her crown, and let him pronounce doom upon Egypt (Egypt being herself). Thidias reaches to kiss her hand, and Cleopatra remembers out loud how this Caesar’s father, Julius Caesar, had often rained kisses on that same hand. She’s trifling.
- Just then Antony returns with Enobarbus, and flies into a rage seeing Thidias getting cozy on Caesar’s behalf with Cleopatra. Thidias is in for a whooping.
- Antony has his servants take Thidias away for a sound beating, and instructs them to bring him back when they’re done, so the lousy son of a Roman can bring a message to Caesar from Antony.
- Antony lights into Cleopatra, claiming he sacrificed the "getting of a lawful race" by "a gem of women" (it was illegal in Rome for him to marry a foreigner, but, to put a fine point on it, he didn’t really marry Cleopatra, so his kids with her weren’t legitimate either way), meaning he left behind the good life so he could be here with Cleopatra, only to find her flirting with Caesar’s messenger.
- Thidias returns from his beating. Antony tells him to go back to Caesar and let him know the following: Antony may not have the honor and fortune he once possessed, but he still has his fury. If Caesar dislikes the way Thidias was treated, then he can punish Antony’s man Hipparchus, whom Caesar has captured.
- Turning back to Cleopatra, he asks whether she’d flatter Caesar by flirting with a man that ties his pant laces. She doesn’t take to this kindly, but simply insists she’d never betray Antony.
- He accepts this completely, maybe because he’s crazy, but likely because he’s whipped.
- He’s gotten his forces back together to fight Caesar on land and sea the next day, and promises he’ll fight with malice, regardless of the outcome.
- He calls for wine and demands one more "gaudy night." It’s Cleopatra’s birthday, so she’s probably up for some gaudiness too.
- Cleopatra is glad to see Antony is back in his former spirits, even if he’s been driven there by utter madness.
- Alone, Enobarbus notes the insanity of the situation—his master is so furious that he’s no longer even afraid. Antony's brain and reason have given up, and his heart has taken over for some last glory in this doomed venture.
- Enobarbus resolves that he must leave Antony before this sinking ship goes down.