Several servants enter, having just witnessed the men drinking. Lepidus is very drunk, and though he protests he does not want to drink any more, the others unite in urging him to do so, and in the name of encouraging a friendship, he does. The servants discuss the fact that Lepidus is out of place, not being as powerful as the other men, and indeed his weakness weakens the triumvirate.
Trumpets sound and Caesar, Lepidus, Antony, Pompey, Enobarbus, Maecenas, Menas, Agrippa, other captains, and a boy enter. Antony is speaking to Caesar about the Nile River, and how the Egyptians use it to predict the following season. Lepidus is drunk, and everyone drinks to his health. Menas asks Pompey to speak to him alone, but Pompey tells him to wait. Lepidus asks about the Egyptian crocodile; Antony tells him what kind of a creature it is.
Again Menas pesters Pompey to hear him, and they walk away from the group a few steps. He tells Pompey he has always been a faithful servant, and asks him if he wants to rule the whole world. Pompey asks if he is drunk, but Menas insists that he can help him become ruler of all by betraying the triumvirate. Pompey responds that his honor is more important than his profit, and tells Menas not to say anything more, but to go back to the group and drink. Menas, aside, swears he will not follow Pompey anymore, reasoning that anyone who would refuse power like this will never be successful. Pompey makes another toast to Lepidus's health, and Antony says that he will drink for him, and tells someone to carry him to bed. The drinking and celebrating continue; a boy sings a song about wine, and Caesar finally says that it is time to go to bed, as they are all drunk and tired. Everyone exits but Enobarbus and Menas; they say goodnight, and exit.
