Timon and all his friends and servants enter, followed by a lagging Apemantus. A man named Venditius, just released from prison, thanks Timon for paying for his release. He says he hopes to repay Timon someday, but Timon says he gave the money out of love, and he won't feel that he has truly been generous if he gets anything back. All the lords acknowledge these deeds, but Timon says there's no need for ceremony among friends.
Apemantus makes a snickering comment, so Timon welcomes him, but again Apemantus refuses his welcome. Timon sends Apemantus to a distant table by himself so his bad temper won't infect the rest of the party. Apemantus declares that he has come to the feast merely to observe, and he scorns Timon's proffered food, saying he won't be paid to flatter Timon. He is horrified at the mob of senators and lords who eat up Timon's feast like birds of prey would eat Timon's flesh. Yet Timon doesn't notice them diminishing his bounty, he rather urges them on. The other lords give thanks to the gods, but Apemantus says his own grace, declaring he will never trust the oath or bond of anyone, and he prays for no one but himself.
Timon speaks to Alcibiades, asking him if he would rather be out in the field with his soldiers. Alcibiades says he would rather be at the feast, and Apemantus scorns him for flattery. A lord says to Timon that he wishes Timon would come to some trial whereby all his friends could help him out for once. But Timon says they all help him by being his friends, and he was born to help them out and benefit them, sharing his bounty with his friends.
A servant announces several ladies outside who have asked to be admitted to the feast. A group of ladies disguised as Amazons enter and perform a dance for the feasters. Apemantus criticizes the dancers, calling them madwomen and depraved flatterers. The other lords join the ladies in dancing before the ladies depart. Then Timon calls his servant Flavius to bring in a small casket. Flavius notes to himself that Timon's bounty is running out, but he can't say anything to Timon about it when he is in a giving mood. Flavius returns with the casket, and from it Timon gives jewels to all the lords.
Flavius asks Timon if he may speak to him about an important matter, but Timon puts him off. One servant enters, announcing that nobles of the senate have come to visit. Another servant enters to say that Lord Lucius has sent Timon a gift, and a third servant announces Lord Lucullus's gifts. Flavius notes to himself that Timon gives great gifts to these lords out of an empty coffer, and he refuses to listen to an account of his holdings. Now Timon has become bankrupt, so that all his gifts are based on debt. He owes money on every gift, having mortgaged all his lands. Timon ruins himself faster by providing for friends than by struggling with enemies, declares Flavius.
Timon then bestows an array of gifts on the lords in attendance. He gives his horse to one lord, money to Alcibiades. The lords say how indebted they are to Timon, and depart.
Apemantus remains with Timon. Timon says he would give Apemantus a gift too if only he would be less sullen, but Apemantus says there would be no one to criticize Timon if he is bribed, and then Timon's downfall would come even faster. Timon swears he won't listen to Apemantus and departs. Apemantus says he wishes men would listen to advice more readily than they do to flattery.
Here we see Timon in action, giving away his bounty at a rate faster than he can possibly have earned it. Lords and senators attend his feast, seemingly in hopes of receiving gifts from Timon, who dispenses them with abandon, declaring that giving gifts to his friends gives him great pleasure and is part of what he believes defines friendship, so he wants nothing back.
Timon's definitions of friendship will prove to be different from those of the guests at his feast. The lords and senators are friendly to Timon so long as it benefits them, and Timon's bounty goes a long way towards making friends. Yet they are a surprisingly unsuspicious bunch, as they don't seem to doubt that Timon really wants nothing in return. So they will stick with Timon so long as he has the cash to support them, and no longer.
Yet Timon's bounty is not endless, as Flavius tries to explain to Timon. Not only has Timon used up all of his bounty, but he now gives gifts to his friends on credit, and his remaining holdings will dwindle when the debts are called due. But Timon won't listen to him, nor does he acknowledge the warnings meted out by the scornful Apemantus, who is critical of the crowd of flatterers who behave as Timon's friends only out of greed.
Apemantus's role in these proceedings is that of the observer, participating in events only to criticize them. He goes to the feast, but not as one of Timon's flatterers; in fact, Timon pointedly doesn't give him a gift after he has bestowed something on all the other guests. Apemantus is so critical of Timon he seems the farthest thing from being Timon's friend. Yet perhaps the criticism is a front for Apemantus's real feelings of friendship, which he hides behind sharp commentary, knowing Timon won't listen to his advice. After Timon's fall, Apemantus's real sentiments are never clearly delineated, but he is one of the only people to continue to support Timon once he is without riches.