Act 3, Scene 1: Ventidius has won a victory for Antony and a procession is made in his honor. Silius asks where Antony is and Ventidius says he is on his way to Athens.
Act 3, Scene 2: Enobarbus and Agrippa tell each other news of the roman leaders. They begin to argue about whom Ledipus loves more, Antony or Caesar. The two men enter with Octavia and Ledipus. Because Antony and Octavia are travelling to Athens, Caesar and Octavia say farewell to each other, although Octavia seems nervous about going.
Act 3, Scene 3: The messenger comes back to Cleopatra giving her descriptions of Octavia. Cleopatra is pleased because she feels Octavia is no threat to her love with Antony. She also feels remorse that she beat the messenger the last time he came to her, so she decides she likes him and keeps him in her services. She leaves to write some letters, but tells her maids she has one more question to ask the messenger.