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.