Scene 1
This scene is a surprising opening for Act 3 because it deals with a subplot, the campaign lead by Ventidius (a subordinate to Antony) in Syria. Ventidius has avenged Marcus Crassus by defeating the Parthians and recites a speech in praise of Antony standing over the body of Pacorus, the king's son. The scene appears to function as a counterpoint the preceeding revelry with the more brutal side to war and honour, and as an illustration of the greatness and responsibility of Antony: "I'll humbly signify what in his name, / That magical word of war, we have effected".
Scene 2
Agrippa and Enobarbus mock the triumvirate, laughing at Lepidus' hangover, and his sycophancy. As a contrast, the second part of the short scene is taken up with Caesar and Octavia in what appears to be a genuinely sad farewell between affectionate brother and sister.
Scene 3
Cleopatra is quizzing the messenger regarding Octavia in a comic scene where the terrified minion is attempting to respond as the "dread queen" wishes. Cleopatra is comforted by the unfavourable description.
Scene 4
The new rift between Antony and Caesar begins; in this scene Antony tells Octvia of the offences her brother has made against him. He "hath waged/ New wars 'gainst Pompey" and has "spoke scantly" of Antony. Octavia speaks of her unhappiness at being torn between loyalty to husband and to brother. Antony gives her freedom to follow which she pleases.
Scene 5
Eros and Enobarbus discuss the imprisonment of Lepidus at the hands of Caesar on trumped up charges of plotting with Pompey, and his likely death. Pompey has been murdered during a battle with Caesar. Antony is reported as being much disturbed by this news. The scenes in this Act grow increasingly shorter and more chaotic, to mirror the breakdown of political stability.
Scene 6
Caesar is condemning Antony's actions, describing how his public enthronement with Cleopatra insults his marriage to Octavia. Antony's far more viable grudges against Caesar are dismissed by Caesar, who feels he holds the moral high ground due to Antony's irresponsibility regarding his new marriage. Octavis enters, having evidently chosen to side with her brother rather than her new spouse. Caesar stresses Antony's bad conduct by calling her "my most wronged sister".
"You are abused / Beyond the mark of thought"
Scene 7
Enter Cleopatra, mid-argument with Enobarbus over whether she should be allowed to accompany Antony into battle. Cleopatra is petulant and stubborn "Why should we not be there in person?" and Enobarbus' reasoning does not affect her. Antony enters, also obstinate in his choice to fight against Caesar by sea, although as Enobarbus explains, this puts him at many disadvantages. Antony's fortunes at the battle of Actium seem already doomed. A common soldier arrives at court, sent by Antony's men to respectfully imlore him to "trust not to rotten planks" and instead fight on land. Antony is impervious, and the soldier despondent.
Scene 8
Caesar gives his general his written orders for the battle - "Do not exceed / The prescript of this scroll". Although the scene is only a few lines long, it gives an impression of Caesar's absolute authority.
Scene 9
Antony's corresponding commands of a few words are expressed with rambling syntax and less exactitude; yet more humanity.
Scene 10
Enobarbus proclaims Antony's failure "Naught, naught, all naught!": together with Scarus he blames Cleopatra for the disaster at sea. Scarus describes how both sides were at equal advantage when Cleopatra's ship "hoists sail and flies", and how Antony followed after "like a doting mallard". Enobarbus determines to stick with Antony through this catastrophe, even though his sense recommends desertion.
Scene 11
An ashamed Antony addresses his followers, bidding them to leave him and look after their own interests. They are reluctant to do so. Cleopatra enters, and begs for Antony's forgiveness; although he is harsh with her at first, her unusual cowed-ness seems to win Antony over, and his love prevails. "Give me a kiss. [They kiss] Even this repays me."
Scene 12
Antony's ambassador, his old schoolmaster, asks the victorious Caesar if Antony will be permitted to live in Egypt. If this request is denied, he wishes to be allowed to live "a private man in Athens". The ambassador also says that Cleopatra submits to Caesar, but pleads that Egypt remain ruled by her line, the Ptolemies. Caesar shows no compassion: "I have no ears to his request". If Cleopatra sends Antony away, or kills him, then he might listen to her request. The ambassador departs, and Caesar bids his man Thidias go to do secret dealings with Cleopatra, in an attempt to humiliate the Antony even further by persuading her to betray him. If any doubt regarding Caesar's character is still in the audience's minds, this speech shows him to be totally merciless.
Scene 13
Cleopatra's court: Enobarbus, who is steadily growing disillusioned with Antony and Cleopatra, witnesses Thidias tempt her to betray Antony and side with the conquering Caesar:
"[Caesar] knows that you did embrace not Antony
As you loved, but as you feared him" (Thidias)
Cleopatra responds with "Oh!", a highly unusual phrase in Shakespeare which could be interpreted as anguish and affront, since to agree would be to undermine their whole relationship, or as relief, that the Romans are willing for her to save herself, albeit at the expense of Antony. Her response, a few lines later, shows that her instinct towards self- preservation has conquered her love, or at least that she is prepared to deny her love for Antony for the sake of bargaining with Caesar:
"He is a god and knows
What is most right. Mine honour was not yielded
But conquered merely." (Cleopatra)
Her betrayal of Antony continues as she calls Caesar "great" and allows Thidias to kiss her hand... Suddenly Antony bursts in, interrupting his lover in the process of flirting with the enemy. He is furious, and sends Thidias off to be whipped, calling Cleopatra "kite" (whore). Enobarbus makes an aside deploring the situation.
Antony continues to insult Cleopatra, listing her previous lovers, the late Caesar, Gnaeus Pompey, and however many others "unregistered". He rants about how he has been cuckolded by her, calling himself part of the roaring "horned herd", and proclaims his fortune, his "good stars" have left him and "shot their fires/ Into th' abysm of hell. Once he begins to be more calm, Cleopatra has a chance to defend herself. She totally contradicts what she has said to Thidias, by swearing her sincere love for him, inviting poisoned hail to "smite" herself, her heirs and the people of Egypt should she be "cold hearted" toward him. Her one strong speech, with its violent imagery and hyperbole, seems to be enough to win Antony over: "I am satisfied". They are reconciled, and he prepares to revel through the night "Let's have one other gaudy night", and to make a last brave stand against the Romans "We will yet do well". However, the scene does not end on this positive note, but with Enobarbus' melancholy soliloquy. He sees the whole situation as doomed, for the first time doubting their love and seeing Cleopatra as a traitor. He resolves to desert "I will seek/ Some way to leave him."