In this scene, set in the insurrectionists' camp, Pompey (Sextus Pompeius), a rival general of the Triumvirate, plans his strategy with two of his officers, the sea pirates Menas and Menecrates. Pompey brags that he shall do well. Menas, however, is cautious and tells Pompey not to be overconfident, for Caesar and Lepidus are in the field and are prepared to fight and defend the empire. Pompey, however, rejects this news; he says, "I know they are in Rome together, / Looking for Antony." Furthermore, he says that Cleopatra's wiles and her "Epicurean cooks [will so] sauce [Antony's] appetite" that Antony will be completely seduced by luxury that he will either forget about politics altogether or else he will be unable to defeat his enemies — if he finally does remember where his duty lies.
Varrius, an officer, enters bearing a message: Antony is expected to arrive in Rome momentarily, and, in fact, he has probably already arrived. This news disturbs Pompey, who now realizes that Antony may indeed be a threat. However, Pompey is not easily discouraged, and so he makes new plans. Menas suggests to Pompey that there is a weak link in the chain that forms the Triumvirate; a rumor persists that there is an enmity between Antony and Caesar. He also tells Pompey that Lucius Antony (Antony's brother) and Fulvia (Antony's late wife) joined forces against Caesar not long ago. Although it is doubted that Antony had anything to do with the attack, as he apparently didn't, perhaps there is some truth to the rumor that there are hard feelings within the Triumvirate. Pompey, of course, hopes that these alleged quarrels between Antony and Caesar will cause a sufficient rift, and that the Triumvirate will be weakened as a fighting force. Pompey can thus easily overwhelm them. However, Pompey is also aware of the possibility that the threat of an invasion from the outside will cause the Triumvirate to set aside their personal differences for the time being in order to meet with and oppose a common enemy. This is, in fact, what happens, at least for a while.
Pompey, an enemy of the Triumvirate which currently rules Rome, believes that his hold over that portion of the Mediterranean that he controls is increasing. He believes, moreover, that he is now in a position to challenge the empire with little threat from Antony, who appears to have forsaken politics for love. Pompey is convinced that Antony, an experienced soldier, is the only real obstacle in his quest for power, and now with Antony diverted by Cleopatra, Pompey can accomplish a decisive victory. To Pompey, young Caesar is not much more than a whelp, an upstart who has little support from the masses. As for Lepidus, Pompey simply discounts him as being no more than an ineffectual figurehead. This scene, then, gives us a view of the unstable political arena that such men as Pompey and Caesar move in. It is not a particularly attractive place. We also see how the struggles between Antony and Caesar are viewed by an outsider, a somewhat more objective viewer than either of the two triumvirs themselves. Unlike Caesar, though, Pompey does not underestimate Antony's ability. However, like Caesar, Pompey feels that Antony has gone to extremes in his total absorption in sensual pleasure to the exclusion of the real world. But if Antony has been lured so completely by love that he has forgotten his place as ruler of one-third of the empire, then perhaps he may be discounted, after all, as an enemy worth worrying about. At this point, Pompey seems fairly confident that he could win a war against the other two-thirds of the world — against Caesar and Lepidus — and thus place himself in a position to rule all of the empire.