Timon and Apemantus insult each other, and Timon throws a rock at Apemantus to try to get him to leave. Timon considers his epitaph, for his hopefully imminent death. He looks on his gold, remarks on its power to influence the actions of men, and hopes it will reduce mankind do the behavior of low beasts. But Apemantus predicts throngs will arrive to seek the gold soon. Apemantus sees bandits approaching, and takes leave of Timon.
The thieves speak among themselves, wondering how to get the gold from Timon. They approach Timon, saying they are soldiers. But Timon suspects they are thieves, and gives them gold, urging them on to do villainy to men, to steal money and take lives. Discoursing in thievery, Timon says the sun is a thief who robs the sea, the moon thieves from the sun, the sea steals its tides from the moon, and the earth is a thief, stealing its fertility from excrement. Everything is a thief, therefore, and everyone also. Timon sends the bandits to Athens, tells them to break into shops and steal as much as he has given them.
The thieves are impressed by his speech, so much so that Timon nearly convinces them to leave their profession than to go on stealing. They realize Timon advises them thus out of hatred for mankind, not out of enthusiasm for thievery. But they decide to head to Athens before giving up their trade, and exit.
Flavius arrives, speaking sadly about his fallen master. How vile is friendship, he says, that it has made Timon fall so far. When Timon sees him, he asks if he recognizes him. Timon says he has forgotten all men, so Flavius says he was once Timon's poor honest servant. Yet Timon says he had no honest men about him. Flavius insists his grief is honest, and Timon sees he weeps. Timon softens to Flavius, since his weeping demonstrates a sense of pity.
Flavius offers his money to Timon. Timon is astonished, and thinks that the kindness of his servant is nearly enough to make him change his mind about abandoning mankind. He admits that there is one honest man among the villains of the world, and he is but a servant. Timon would have hated all mankind, but one man escapes his curses. He says Flavius is more honest than he is wise, for by betraying Timon he could have found a much better job. And then he asks Flavius if his kindness is a plot, "A usuring kindness, and, as rich men deal gifts, / expecting in return twenty for one?" (IV.iii.501-2). Flavius insists that what he offers is real kindness and love, and he offers to take care of Timon's comfort in the wilderness. He says his only wish is to become rich so that he might make Timon rich again.
Timon gives Flavius money on the condition that he lives apart from mankind, that he never gives anything to even the skinniest beggar. Flavius begs to stay, but Timon sends him away.