Mark Antony, Lepidus, and Octavius plan their next move. They mark names down for execution, and Lepidus goes to fetch Caesar’s will so they can reduce the amount paid out to Caesar’s beneficiaries. Mark Antony questions Lepidus’s qualifications to govern. He also suggests to Octavius that they use him and later cut him off from his share of power. Finally, he tells Octavius that Brutus and Cassius are amassing forces and that they must raise an army to protect themselves. 

Lucilius and Titinius, two men loyal to the conspirators, meet Brutus and his army near Sardis. Cassius is nearby. Brutus confides in Lucilius that he is beginning to distrust Cassius. Cassius and his armies arrive.

Brutus and Cassius confront each other. Cassius is angry that Brutus condemned Lucius Pella for taking bribes; Brutus retorts that Cassius himself has taken bribes. He calls out Cassius’s hypocrisy for doing so: they killed Caesar for justice, yet Cassius does not act justly.

Brutus also calls out Cassius for failing to help him raise money for his army, which Cassius denies doing. Cassius is heartbroken: he feels betrayed by Brutus. He wants Mark Antony and Octavius to come kill him, and he even offers Brutus his dagger to do the job himself.