- Antony, Octavius, and Lepidus are gathered with a checklist of the men they plan to murder for conspiracy. Lepidus agrees that his brother can be killed as long as Antony agrees for his nephew to be killed.
- Lepidus is sent to collect Caesar's will, to see if they can divert some of his money their way.
- As soon as Lepidus has gone, Antony begins to talk trash about him. Antony thinks Lepidus is weak, so it's a shame that he'll be sharing power with Antony and Octavius in the triumvirate. Antony says he only took Lepidus' word about who should die because he's more experienced than Octavius.
- The plan is to let Lepidus bear the burden of ruling while doing as he's told by the other two.
- Octavius is more in the pro-Lepidus camp and insists that he's a good solider. Antony replies that his (Antony's) horse is a good soldier too – good at being led and ordered. To them, Lepidus should only be a puppet.
- They then discuss the fact that Brutus and Cassius are raising an army, which they have to fight by allying their friends and funds.
- They go off to sit in council and discuss how they'll fight their enemies and weed out the traitors.