Aboard, Pompey’s boat, a great feast is taking place. Servants discuss how drunk everyone is getting, especially Lepidus. Antony tells Lepidus all about Egypt, the Nile, and “strange serpents” there. Pompey raises a toast to Lepidus. Menas whispers in Pompey’s ear and wants to speak to him in private, but Pompey ignores him. Antony tells Lepidus about Egyptian crocodiles.
Now that the serious business of the truce has been dealt with, these powerful men indulge in drinking and feasting. They try to balance work and leisure, in contrast to Antony’s decadent lifestyle in Egypt. Menas seems to have an important message for Pompey, which Pompey ignores.
Menas finally gets Pompey to leave the table and they speak privately. Menas tells him that he could kill Antony, Octavius, and Lepidus all on the boat and become “lord of all the world.” Pompey says that he wouldn’t have minded if Menas had simply done this without his knowing, but now that he knows of the plan, it would be dishonorable. He tells Menas to stop thinking about this plan, then. Menas decides to leave the service of Pompey, since he does not want to work for a man who refuses to take advantage of such an opportunity.
Pompey values honor over power, in this case. Menas, by contrast, values power over honor, and decides that he my have more opportunities for success and power if he leaves the service of Pompey.
The feast continues, and everyone drinks raucously. A servant carries a drunk Lepidus away. Enobarbus suggests that they dance “the Egyptian bacchanals,” and everyone starts dancing as music plays. Octavius then stops and says he has indulged in enough levity. He leaves, while Antony stays the night on the boat. Enobarbus stays with Menas in his cabin.
Lepidus over-indulges decadently in drinking, and Antony parties all night. In contrast, Octavius shows strong self-restraint in withdrawing from the feast and party.