Zarathustra lies down under a tree at noon and takes a nap, enraptured at how perfect the world seems.
Zarathustra returns to his cave, where he hears once more the cry of distress that he thought came from the higher man. Entering his cave, he realizes it has come collectively from all those whom he encountered during the day. Zarathustra speaks to this assembly, telling them that they are not overmen and that he has not been searching for them. They are still too weak, seeking consideration from others and bearing still some of the prejudices of the past. They are mere bridges to the overman, signs that something greater is on its way.
At the soothsayer's urging, the company prepares a feast together.
At supper, Zarathustra speaks to his companions about the higher man. Zarathustra learned early on (in the Prologue) that there is no use in talking to the mob about the overman, since they all claim that everyone is equal before God. God is dead now, and man must be overcome in order to create the overman. Self-overcoming requires courage, evil, suffering, self- motivation, and solitude. Zarathustra suggests to the higher men around him that they should not be sad that they are not overmen. What is most important is that they should mistrust everything unconditionally and should learn to laugh and to dance.
Zarathustra steps outside, and the magician sings to the others. The poem centers on the melancholy surmise that he is not a seeker after the truth, but only a fool or only a poet.
The man who is conscientious of spirit asserts that science originated in fear: humans feared other animals and their own animal instincts, and refined this fear into science. Zarathustra, returning to the cave, hears this last bit, and suggests that science was born from refining our courage, not our fear.