Back at Cleopatra’s palace, she asks Enobarbus what they should do, and whether she or Antony is at fault for what has happened. Enobarbus blames Antony for following her in fleeing from Actium. Antony enters with his ambassador, and tells Cleopatra about Octavius’ reply. Angry, Antony says he will give Octavius a counter-offer: he will challenge Octavius to a one-on-one duel. He leaves with the ambassador to write this message.
Enobarbus blames Antony for basically letting a woman dictate his military actions. Antony decides to challenge Octavius (via a messenger) to a duel both as a last-ditch strategy and as a potential way of proving his imperiled masculinity, bravery, and honor.
Enobarbus says that there is no way Octavius will discard all of his advantages and enter into a duel with Antony. Thidias arrives from Octavius, and Enobarbus wonders to himself whether he should remain loyal to Antony, saying that “the loyalty well held to fools does make / Our faith mere folly.”
Thidias tells Cleopatra that Octavius knows she did not really love Antony, but only “fear’d him,” and thus is willing to forgive her. Cleopatra agrees with Thidias, and Enobarbus leaves, thinking that even Cleopatra is deserting Antony now. Cleopatra tells Thidias that she is more than willing to surrender to Octavius, and Thidias tells her this is a wise decision. He kisses her hand, and Cleopatra says that Octavius’ father (Julius Caesar) often kissed her hand.
Thidias, acting on behalf of Octavius, tries to manipulate Cleopatra by convincing her to desert Antony, and Cleopatra appears to be willing to betray her lover. But it is possible that Cleopatra is lying and only playing along with Thidias as part of her own manipulative strategy.
Antony re-enters with Enobarbus and is furious to see Octavius’ man Thidias kissing Cleopatra’s hand. He calls in servants to take Thidias away and whip him, “till, like a boy, you see him cringe his face, / And whine aloud for mercy.” Antony angrily shouts at Cleopatra, saying that she abuses him and that she has “been a boggler ever.”
Antony takes Thidias kissing Cleopatra’s hand as an affront to his honor, and is furious at Cleopatra for appearing to betray him. Perhaps he is no longer under the spell of her love, so to speak.
Antony reminds Cleopatra of how he found her, “a morsel cold upon / Dead Caesar’s trencher,” and continues to berate her for betraying him. His servants return with Thidias, who has been beaten. Antony sends Thidias back to Octavius to tell him how he has been treated here. Thidias leaves, and Antony laments that “the fall of Antony” is near.
Antony continues to insult Cleopatra for betraying him, deliberately referencing Julius Caesar in order to insinuate that Cleopatra has a parasitic habit of hanging onto powerful men. Antony sends the beaten Thidias back to Octavius as a strong message, a seeming reassertion of Antony's own strength and manliness.
Antony asks Cleopatra if she would really leave him for Octavius, and Cleopatra tells him that she would never do such a thing. She wishes for her and all her children to die, if she should betray him in this way. Antony is convinced of her fidelity to him, and resolves to face Octavius with his land forces. He has regained his courage, and promises to fight bravely.
Antony says he will have “one other gaudy night,” and calls for wine. He plans to drink and enjoy himself tonight, before preparing again for battle against Octavius. Everyone but Enobarbus leaves. Enobarbus reflects that Antony is being unreasonable, like a little dove trying to “peck the estridge,” i.e. an ostrich. He decides to abandon Antony.
Before facing Octavius again, Antony decides to indulge in a night of drinking and good cheer. He seems unable to focus on important matters. Enobarbus decides to prioritize his own fortune over loyalty to Antony, having lost faith in his leader.