The focus of this scene, set near Misenum, centers on the meeting of Caesar, Antony, Lepidus, and Pompey; earlier, the triumvirs sent a letter to Pompey: in it, they said that they were prepared to allow Pompey to rule Sicily and Sardinia if he would agree to "rid all the sea of pirates" and send an annual tribute of wheat to Rome. Pompey is prepared to accept the offer, but he says that Mark Antony has put him to "some impatience." Pompey reminds Antony of past debts; for example, Lucius, Antony's brother, and Fulvia, Antony's late wife, joined with Caesar and attacked Pompey. Antony acknowledges this fact. Antony and Pompey then exchange pleasantries about the good life in the East, while Caesar remains silent; negotiations are concluded for the time being. Pompey then invites them all to celebrate the treaty by dining aboard his galley.
Pompey comments on the fine cuisine of Egypt, and he also mentions how (Julius) Caesar enjoyed life there, relating how "a certain queen" was smuggled in to Caesar. He presses for more details, and Enobarbus explains that the queen was carried secretly to Caesar "in a mattress." Pompey suddenly recognizes Enobarbus; he remembers him as being a good soldier. Honest as always, Enobarbus returns the greeting by admitting that although he has never much cared for Pompey, he has always admired Pompey's skill and ability as a general.
All exit then, except Enobarbus and Pompey's officer, the pirate Menas. The two men discuss the treaty that has just been made. Menas claims that Pompey placated too easily; Pompey's father, Pompey the Great, would never have settled on terms so favorable to the Romans. Enobarbus agrees; he says that Pompey may have seriously reduced his chance of becoming a powerful force in the empire. Menas then asks why Antony has come to Rome; it was thought by many, he says, that Antony had married Cleopatra and ruled in Egypt. Enobarbus tells him, however, that Antony is now married to Octavia, an arrangement which they both realize was a political match. Enobarbus cynically predicts that Antony will betray Octavia by returning to Cleopatra. Caesar, they know, will be enraged.
At this point, it seems as if the threat to the Triumvirate from without — that is, from Pompey — will be defused, and the struggle will again focus on the real issue at stake: the conflict between Caesar and Antony.