Cleopatra curses Caesar for being a knave (or fool) of Fortune, and thus no better than anybody else (including her and Antony).
Just then, Proculeius enters. He asks what she wants from Caesar. She remembers this was the man Antony said she could trust, though she doesn’t really care to trust anyone just now.
She tells Proculeius that she’d like to have Egypt remain her kingdom for her son to rule. Proculeius promises Caesar will take care of Cleopatra, and as he’s leaving, Roman soldiers sneak in behind him to guard her.
Cleopatra’s women, Iras and Charmian, alert her immediately of the infiltration, and she quickly draws a dagger to kill herself.
She is even more quickly stopped by Proculeius. He says she’s not being betrayed, but relieved. She resents this with a fury— she promises to starve or thirst herself to death, rather than be gawked at in Caesar’s court, or be a thing for Octavia to look down on.
She says she would rather die in a ditch in Egypt, or be laid out naked on the Nile where the water-flies can plant maggots in her that will burst her body at its seams (ew), or even be hanged from chains at the pyramids, than go to Rome. She feels pretty strongly, then.
Just as Proculeius is promising that this is all pretty unnecessary, Dolabella arrives to take over the guard. Proculeius bids him to be kind to Cleopatra.
Cleopatra tells Dolabella all about this dream she had, where Antony was noble and beautiful, holding the world in his raised hands, all full of natural and supernatural beauty.
As the Queen grieves and Dolabella watches, he’s moved to tell her the truth about what Caesar really plans to do with her. She guesses Caesar means to lead her in triumph (as part of his victory parade through the streets of Rome) and Dolabella confirms her suspicions.
Caesar enters with his men. He is full of words and grace for her, and promises to spare her and her children if she does not choose Antony’s course of suicide. Still saucy, she retorts that she’ll be as the other signs of his conquest, that he might hang where he pleases.
Caesar is then given a scroll that supposedly lists all the goods Cleopatra possesses. Cleopatra calls on her treasurer, Seleucus, to confirm that these are all her worldly possessions. The treasurer denies it, which is the exact opposite of what he was supposed to do.
Cleopatra rages against the treasurer for revealing her to be a liar, though Caesar says he doesn’t mind, and understands her holding back a little.
Cleopatra claims what she’s held back are just a few lady’s trifles, presents for Octavia and friends. Eventually, she breaks down and says people are misjudged in their lives for the ills of others, and are called to account for the ills of others also.
Caesar is "merciful" and tells her she doesn’t need to worry about it, he won’t take any of her things, listed or unlisted, as part of his conquest. He’s not a merchant, and he claims he’ll treat her as she wants to be treated.
Cleopatra, seemingly calmed, calls Caesar her master and her lord.
After Caesar leaves, Cleopatra tells her women that she knows Caesar’s charming words have something else at the bottom of them. Charmian and Iras, her faithful ladies, encourage her to continue on the course they set. In hushed tones, Cleopatra hears that what she’s asked for is being provided. Though we don’t know the specifics, we can guess what’s up.
Dolabella comes in, and since he has so nobly sworn devotion to her, he admits that Caesar will call for her and her children within three days, with the intentions of adding them to the victory march. Then he leaves.
Cleopatra says "thanks" and then confers with her women. She can’t bear the idea of being shown amid all the common people of Rome, with their plain occupations and rank breath surrounding her as she’s played the fool.
Cleopatra knows there will be mockeries of the Egyptian lifestyle and they’ll have some drunk fool acting as Antony and some young boy acting as her, probably making her look like a whore. She won’t stand it, and she’s figured a way to beat them.
She bids Charmian and Iras to go bring her crown and finest garments.
A guard comes in, telling of a rural visitor who's brought Cleopatra a gift of figs. The guard leaves, and Cleopatra mysteriously states that this "poor instrument" brings her liberty. (Curious, are you?)
The rural man enters and is left with the Queen. She asks if he’s brought her the worm (serpent) of Nilus, and he confirms that he has. It brings death to anyone who touches it, he warns, and she asks for stories of people it's killed. Satisfied, she sends him off, and he wishes her "joy of the worm."
Iras dresses her in all her fine things, and Cleopatra says she hears Antony calling her, praising the deed she’s about to do. She claims she is now fire and air—all else of her she leaves on Earth. She bids her women kiss her lips for their last warmth—in doing so, Iras falls and dies.
Cleopatra asks if death comes so easy, as a lover’s pinch, and moves quickly to die herself, lest Iras find Antony first in death and steal his kisses.
She thus applies an asp (poisonous snake) to her breast, and as Charmian weeps she bids her maid peace, saying, "Dost thou not see my baby at my breast, that sucks the nurse asleep."
She applies another asp to her arm, and dies mid-sentence, saying, "What should I stay—."
A guard enters as Charmian finishes her lady’s sentence, saying there’s no reason to stay in this vile world. Charmian applies an asp to herself. Amid the confusion of the soldiers, Charmian says this was work well done, "and fitting for a princess / Descended of so many royal kings."
Dolabella, Caesar, and more men trickle in. Caesar wearily announces she must’ve guessed his intentions, and being royal and such, took her own way rather than suffer humiliation.
The men guess at the means by which the women died and, finding a wound on Cleopatra’s breast and the figs slimy with the trail of some serpent, realize the ladies had the rural visitor smuggle in snakes to do the deed.
Caesar bids Cleopatra be buried next to Antony and states that their love engenders as much pity as Antony’s glory, which led them to all of their troubles in the first place.
He and the army will attend the funeral and then head back to Rome. He bids Dolabella organize the funeral with great and befitting solemnity.