Back at her tomb, Cleopatra reasons that she will achieve a greater fate than Octavius, because he is at the whims of fortune, whereas she is now taking control of her own destiny (by planning to end her own life). Proculeius and Gallus arrive from Octavius, and Cleopatra tells them she does not want to be deceived. She says she will only surrender to being Octavius’ prisoner if he allows her son to rule over Egypt.
Cleopatra plans to suffer a noble death on her own terms. He may have defeated Antony and her on the battlefield, but she can still outmaneuver him by thwarting his plans to bring her to Rome. Cleopatra appears cooperative with the messengers at first, but she is only trying to deceive those who are deceiving her.
Proculeius tells Cleopatra not to worry, as she has “fall’n into a princely hand.” She says that she will be obedient to Octavius. Gallus comments to Proculeius that Cleopatra is easily tricked, and exits, leaving Proculeius and some guards to watch over Cleopatra until Octavius’ arrival. Iras enters and alerts Cleopatra that the Romans may be tricking her. Cleopatra draws a dagger, but Proculeius takes it from her, telling her not to kill herself. Cleopatra cries out that she desires her own death.
Gallus thinks he and Proculeius have easily tricked Cleopatra, but she is a master manipulator and is actually tricking them, outsmarting Octavius. It is unclear whether Cleopatra desires her own death because Antony is gone, or because she realizes she has no real hope of political power anymore.
Cleopatra tells Proculeius that she “will not wait pinion’d at your master’s court.” She says she would rather die in “a ditch in Egypt” than be humiliated in Rome as part of Octavius’ triumph. Proculeius tells her she doesn’t have anything to fear from Octavius. Dolabella enters and takes Proculeius’ place guarding Cleopatra. Cleopatra tells Dolabella about a dream she had of “Emperor Antony,” in which he was gigantic, “his legs bestrid the ocean,” and the whole world was under his power.
Cleopatra will not be dishonored by becoming a prisoner or slave “pinion’d” at Octavius’ court. She prizes her honor above even her life. Her dream of a gigantic “Emperor Antony” was a false sign of the future, one that she had incorrectly interpreted to mean Antony would become immensely powerful.
Dolabella pities Cleopatra, and admits to her that Octavius plans to lead her as a prisoner in his triumph. Just then, Octavius enters with Gallus, Proculeius, Maecenas, and others of his followers. Cleopatra kneels in front of Octavius, but he tells her to stand up. He tells her he will forgive “what injuries you did us,” and Cleopatra apologizes and says she has “been laden with like frailties which before / Have often shamed our sex.”
Dolabella is yet another character who faces a dilemma of loyalty and honesty. To be obedient to Octavius would be to deceive Cleopatra, but to be honest to her would be to betray his own leader. Cleopatra uses her gender as an excuse to Octavius, cleverly taking advantage of the idea of women’s “frailties”; she doesn’t actually seem to suffer from any.
Octavius tells Cleopatra that if she surrenders to him, she will “find a benefit in this change,” and that if she kills herself, she will be putting her children in harm’s way. Cleopatra surrenders all of her valuable possessions to Octavius, and gives him a list of her money, jewels, and other things. She asks her treasurer Seleucus to tell Octavius that she has left nothing off the list, but Seleucus says that she is lying. Cleopatra is furious at him and calls him “slave, soulless villain, dog!”
Cleopatra tries to trick Octavius in withholding some of her wealth from him. She is upset with Seleucus for betraying her, but he is only betraying her by being honest about the truth (and perhaps plotting for his own best interest with Octavius).
Cleopatra tells Octavius all she has held back are “some lady trifles,” which she plans to give to Octavia. She angrily sends Seleucus away. Octavius tells Cleopatra not to worry about the things she has kept from him. He tells her, “our care and pity is so much upon you, / That we remain your friend.” He leaves with his followers.
Each character tries to manipulate the other. Cleopatra uses her gender to her advantage, playing the part of a trifling lady in order to evade Octavius’ anger, while Octavius continues to act friendly toward her, as part of his scheme to stop her from ending her own life.
Now alone with Charmian and Iras, Cleopatra says that Octavius is trying to persuade her to “not / Be noble to myself.” Dolabella enters and tells Cleopatra that Octavius plans to take her and her children with him in three days. She thanks him, and he leaves. Cleopatra tells Iras that Octavius will take both of them to Rome to be humiliated in public, and comedic actors will present Antony as a drunkard and Cleopatra as a whore.
Cleopatra seeks a noble, honorable death, in contrast to the humiliating existence she imagines at Rome. Dolabella again helps the enemy of his master, moved enough by pity to disobey his leader.
Cleopatra sends Charmian and Iras to get her “best attires,” and her crown, as she wants to look her best when she meets Antony in death. A “rural fellow” comes in, bringing Cleopatra a basket of figs. Cleopatra says that this man “brings me liberty.” Hidden in the basket of figs are asps, poisonous snakes Cleopatra refers to as “the pretty worm of Nilus. . . That kills and pains not.” The rustic man tells Cleopatra he knows of many men and women who have died from the bite of this kind of snake. She sends him away.
Cleopatra wants to look her best when she dies. One could see this as a sign of vanity and decadence, or as evidence of her queenly nobility. Just as messengers and ambassadors have played crucial roles in the play to this point, it is the intermediary character of the rural man who allows Cleopatra to carry out her plan.
Cleopatra takes an asp and has it bite her breast. She calls it, “my baby at my breast, / That sucks the nurse asleep.” She takes another asp, which bites her arm, and dies. Charmian says that Cleopatra was “a lass unparallel’d.” A guard rushes in and discovers Cleopatra. Charmian picks up an asp and has it bite him. He dies, as Dolabella returns and learns that “the dreaded act” Octavius tried to prevent has occurred.
Cleopatra’s referring to the asp as a breastfeeding baby alludes ironically to a traditional female maternal role (one Cleopatra does not fulfill). Octavius’ scheme to prevent Cleopatra from killing herself has failed, as Cleopatra has outwitted him with her final strategic action.
Octavius enters and, seeing what has happened, calls Cleopatra “bravest at the last.” Octavius asks how Cleopatra died, and Dolabella and a guard notice a bite-mark on Cleopatra’s breast, and “an aspic’s trail” near the fig-leaves in the basket. Octavius concludes she used asps to kill herself. He orders for Cleopatra to buried “by her Antony,” and says that he pities “a pair so famous.” He says that his army will attend a funeral for Antony and Cleopatra before returning to Rome.
Octavius sees that his plan to take Cleopatra to Rome as a prisoner has failed, but he appreciates Cleopatra’s bravery. Even Octavius respects Cleopatra’s sense of personal honor. Antony and Cleopatra are buried together like a husband and wife, suggesting the strength of their love. By attending the funeral before celebrating his victory, Octavius acknowledges the dignity of his opponents.