In Alexandria, Cleopatra and her servants (including Antony's cynical officer Enobarbus) discuss their plight. Cleopatra asks Enobarbus if the defeat was truly Antony's fault or if it was the fault of the Egyptians. Enobarbus answers that Antony was solely at fault, but not only for his retreat. He also erred when he made "his will [the] Lord of his reason." Enobarbus adds that Antony's love and/or lust for Cleopatra affected his judgment; this, in his soldier's opinion, "Twas a shame no less / Than was his loss."
At this point, Antony and Euphronius enter. Apparently, Euphronius has told Antony what Caesar said, and Antony instructs Euphronius to relate the news to Cleopatra so that she may decide what action she wishes to take. Antony then scornfully tells her that the "boy Caesar" wishes her to send "this grizzled head" (Antony's) to him in exchange for her freedom. He is insulted by Caesar's treatment, and he is piqued that the "boy" general would flatter or attempt to persuade Cleopatra in such a way. Antony tells Cleopatra that he dares Caesar to meet him in a one-to-one match ("ourselves alone"). He is confident that he, Antony, will prove to be the victor.
Antony and Euphronius leave. Enobarbus remarks to himself that it is possible that Caesar might agree to such a match, but in his opinion, it would be foolish. He believes that Antony's judgment is "a parcel of [his] fortunes," and that his bad luck is reflected in his bad judgment.
A servant enters to tell Cleopatra that a messenger from Caesar has arrived. The queen is offended by the brusqueness of his entrance, and Enobarbus again comments cynically on their fate, yet finally he concludes that there is a certain amount of honor even in following a fallen lord.
The messenger is Thyreus, and he states to Cleopatra that he would like to speak with her privately. She says, however, that there are only friends present; they all may hear what he has to say. Thyreus begins and attempts to gain Cleopatra's confidence, while actually promising nothing. He urges her to trust Caesar and insinuates that it is well known that she did not stay with Antony freely, but rather because she was forced to, perhaps to placate him in order to protect her realm.
Cleopatra appears to agree with what Thyreus says, and thus Enobarbus stalks off, convinced that all of Antony's friends, even Cleopatra, are now deserting him. She concedes that Caesar is the victor, then says little else except to acknowledge that single fact. Thyreus kneels to kiss her hand in reply just as Antony and Enobarbus enter. The gesture is courteous, but could not have been timed worse. Antony enters, and he is outraged. He orders Thyreus to be punished for his impertinence, and then he turns on Cleopatra and rages at her faithlessness. He is quite explicit about her faults, using words similar to those which she used against him when she accused him of faithlessness in the past. The servants reenter with the beaten Thyreus, and Antony sends him back to Caesar, telling him to tell his general that if he doesn't like the treatment that the messenger received from Antony, then he can do as he likes with his hostage (Hipparchus, who, according to Plutarch, hoped to save his life and apparently deserted Antony and joined Caesar).
When Antony returns, he begins to berate Cleopatra again, and she asks him, "Not know me yet?" This stops him, and she affirms that it is he whom she loves and no one else; all else was a charade. Antony, as quickly as he was enraged, is apparently satisfied with her explanation, and they are reconciled. He vows to fight Caesar to the end. Then, as Antony and Cleopatra leave to spend her birthday night together, he brags that not even death itself will frighten him in what will probably be the final battle; he will "contend even with [Death's] pestilent scythe."
Only Enobarbus is left on stage, and he continues to comment on Antony's loss of judgment. More valor, he suggests, will not compensate now: "When valor preys on reason, it eats the sword it fights with." Utterly disgusted and disappointed in his doomed master, the once-loyal Enobarbus finally decides that he must desert Antony if it is possible to do so.
Cleopatra's character begins to reveal a more complex nature than we have heretofore seen. Although her methods are devious, her purpose in this scene seems more mature and noble, in the sense that she never wavers from her loyalty to Antony. Likewise, Antony appears brave and generous. But, as always, he is also impulsive and stubborn. He rapidly jumps to the conclusion that Cleopatra is altering her loyalties, when in fact she is not. Yet even Enobarbus thinks that Cleopatra may be making a truce with Thyreus. Throughout the play we see that the men generally give Cleopatra less credit than she deserves, and we shall see that even Antony, though temporarily reassured, will doubt her again.