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The Poet and Painter come to Timon's home in the wilderness, discussing how they have heard that Timon is rich with gold. They suspect Timon's apparent bankruptcy has just been a trial for his friends, so the two artists take it upon themselves to be extremely kind to him in his distress so they will be more in favor when Timon returns to Athens. Yet neither man has any artwork to present to Timon. But they are both convinced that the promise of future work is as good as the work itself.
Timon sees the two men, and speaks badly about them to himself, noting that they are flatterers and not even good artists. He approaches them, and they fawn over him. He asks them if they are two honest men. The Poet speaks pompously of Timon's misfortune, while Timon keeps asking them if they're honest. They say they've come to offer their services, but he asks if they have not come because they heard he had gold. They admit they heard about the gold, but they didn't come for it. He tells them they have but one fault, that they each trust a rotten man who deceives them. Timon says he'll give them gold as soon as they find these villains that hound them, and tells them to go in opposite directions to search for the villain who pursues them--and he sends them off to chase each other.
Two Senators go with Flavius to Timon's cave, saying they have promised the Athenians that they will talk with Timon. They arrive at the cave and call to Timon, who emerges, wishing plague on them when they greet him. The senators say they have come to beg Timon to return to Athens. Apparently the people of the republic, who so rarely change their mind, have reconsidered Timon's fate, and decided they were unfair to him. In apology, they send for him and offer much wealth and love if he should return. Timon thinks they want to bewitch him, and curses them. The senators say that if Timon comes to Athens they will make him a leader, and he can help them defend against Alcibiades. But Timon is uninterested; he says he doesn't care if Alcibiades sacks Athens and kills his countrymen, from the youngest child to the oldest citizen.
The senators see they have come in vain. Timon speaks of his epitaph, which will be on display soon when he dies. Yet, he says, he does love his country, and he doesn't rejoice in its ruin. He tells the senators to commend him to the citizens of Athens, to pass on his advice to them about how to avoid Alcibiades's wrath. Enthusiastically the senators listen as Timon tells of a tree near his cave that he will soon cut down. To stop the misery of Alcibiades's attack, Timon says, anyone who wants should come to the tree before Timon cuts it down, and hang himself. Then Timon tells the senators not to come again, but to tell Athenians that Timon has died, and henceforth his grave will be their oracle. He curses humanity again and withdraws to his cave. The senators leave.
More sycophants come to Timon's cave in the persons of the Poet and the Painter. He repeatedly asks them if they are honest men, which they are unable to admit to being. But Timon delights in sending them off to chase each other in the forest before the senators arrive.
Why the Athenian senators have decided they want Timon back is a mystery. Have they too heard that he has found gold, and do they hope to draw him back to Athens so he may distribute more wealth? Or are they honestly sorry for what has happened to Timon? Flavius, who in scenes before was revealed to be the one honest man in Timon's radius, brings the senators to Timon, which may be a marker of the validity of their offer. Yet they also seem to want Timon in Athens as a weapon against Alcibiades; perhaps since Timon gave money to Alcibiades to raise an army, they think he won't attack Athens if Timon decides he supports Athens. Yet they all underestimate Timon's transformation if they think for a second that he cares about Athens. Not once does he say a kind thing about the city, though he fools the senators into thinking he has some actual advice for the citizens when he offers his tree for hanging.