Caesar orders his army to hold off its attack until the sea battle ends.

Antony instructs Enobarbus to set their squadrons on a hillside, which will allow them to view the battle at sea.

Enobarbus describes the sea fight he has just witnessed: Antony’s forces were winning the battle until Cleopatra’s ship fled without warning and Antony followed her. The fleet was thrown into confusion, and the victory went to Caesar. Antony’s soldiers are sickened by the sight, one of them declaring that he has never seen anything so shameful. Camidius defects to Caesar’s side, bringing his army and following the lead of six of Antony’s royal allies, but Enobarbus, against his better judgment, remains loyal to his general.

Deeply ashamed of his performance in battle, Antony berates himself, ordering his servants to leave the service of such an unworthy master. He urges them to abandon Antony as Antony has abandoned his nobler self. When Cleopatra enters, she finds her lover distraught and alone. She tries to comfort him, but Antony can remind her only of his valiant past: it was he who won fierce battles, who dealt with the treacheries of Cassius and Brutus. But now, he determines, such events do not matter. He asks Cleopatra why she has led him into infamy, and she begs his forgiveness, saying that she never dreamed that he would follow her retreat. He asks her how she could doubt that he would follow her, when his heart was tied to her rudder. Antony complains that he must now seek young Caesar’s pardon, but unable to bear the sight of the queen’s sorrow, he forgives her. As Antony kisses Cleopatra, he remarks that even her mere kiss repays him for his shame.

Caesar is with Dolabella and Thidias, two of his supporters, when Antony’s ambassador arrives with his master’s request: Antony asks to be allowed to live in Egypt or, barring that, to “breathe between the heavens and earth, / A private man in Athens” (III.xii.14–15). The ambassador further delivers Cleopatra’s request that Egypt be passed on to her heirs. Caesar dismisses Antony’s requests but declares that Cleopatra will have a fair hearing so long as she expels Antony from Egypt or executes him. He sends Thidias to lure Cleopatra to accept these terms, hoping that she will betray her lover.

Enobarbus tells Cleopatra that the defeat was not her fault since Antony could have chosen to follow reason rather than lust. The ambassador returns with Caesar’s message: Antony declares that he will challenge his rival to one-on-one combat. Enobarbus meditates on such a course of action, but decides that if he remains loyal to Antony he might be able to attack Caesar, if Caesar kills Antony. Meanwhile, Thidias arrives to tell Cleopatra that Caesar will show her mercy if she will relinquish Antony. The queen concedes that she embraced Antony more out of fear than love and declares Caesar a god to whom she will bow down. Just then, Antony enters in a fury and demands that Thidias be whipped. He then turns to Cleopatra and rails at her for betraying him. The queen protests that she would never betray him, which satisfies Antony. Antony’s fleet has reassembled, and much of his land forces remain intact, ready to attack Caesar again. Enobarbus, who has observed this scene, decides that he has been faithful to Antony long enough. He feels that Antony’s mind is slipping and that he must abandon his master.

Act III, scenes viii–x show that narrative time and chronological time occur at much different paces in Antony and Cleopatra. In the space of three scenes, we witness the full battle of Actium. We see Caesar, then Antony, prepare for battle and know the outcome of their meeting within the first four lines of Act III, scene x. In other sections of the play, the same number of scenes conveys less information and covers much less time. The rapid progression of these scenes attests to the ease with which time can be compressed onstage: in a matter of minutes, an entire naval battle is waged and won.

What Enobarbus witnesses certainly complicates our perception of Antony, demonstrating that his failures take place not just in his private affiliations but in his public life as well. Although by Caesar’s and even by his own account he has neglected his duties to Rome, Antony has remained a fierce and respected soldier: his quietly threatening presence, as much as any offer of Sicily and Sardinia, persuades young Pompey to accept the triumvir’s offer of peace. Indeed, until this point, the blemishes on Antony’s character have been of a more personal nature: although he is twice an adulterer, although he has risked the security of the empire in order to partake in the pleasures of Egypt, his military prowess has never been in question. His retreat, however, conflicts with his values, as he is a man whose honor rests almost exclusively in his performance as a soldier.

A number of critics have attacked this moment in the play, asserting that such a retreat by an experienced general is unbelievable. To condemn or dismiss this scene for its lack of realism, however, misses the point for several reasons. First, by failing to allow Antony to be both the famed soldier and the distracted lover, to be both noble and irresponsible, one simplifies and diminishes his character. Second, the lost navy battle is more crucial on a symbolic than a literal level, for Antony’s decision to flee encapsulates the climactic neglect of duty that haunts him throughout the play.

The aftermath of the battle shows that Antony is struggling with divided, competing identities. His lament that he has fled from himself shows that his character has developed beyond his own understanding. The self he believes he has fled is the military hero; the self he now confronts is a man whose heart can lead him into defeat as surely as his reason has led him into victory. The play, however, refuses to side with Antony in his argument against himself. We may share in Enobarbus’s disapproval of his commander’s performance, but surely we still view Antony as a worthy and sympathetic character. Indeed, the fallen general’s plea to Cleopatra makes it impossible to respond to him with simple contempt:

Antony’s willingness to accept defeat out of his great love for Cleopatra does not make him a two-dimensional character, nor does it make him reprehensible to us. In fact, his flaws may be exactly what we respond to, since they highlight that he is human, riddled with weaknesses despite his famous strengths.