Nought, Rome, shall tear thee from me...

So, having made note of all the supernatural warnings of impending doom, the old men of Rome lie around and whine. One of these men says that Caesar reminds him of two previous tyrants, Marius and Sulla, each of whom ravaged the country murdering foes as well as anyone else that might have stood in their way or who might have even had the opportunity of standing in the way. Sulla is estimated to have murdered between 1500 and 9000 men, women, and children.

At this point we meet Brutus, who has a remarkable conversation with Cato. Brutus tells Cato that he thinks that both Pompey and Caesar are on the way to becoming tyrant and that he plans to insinuate himself into the confidence of the victor and kill him before he can become tyrant. Cato replies in a stirring monologue:

...Who has strength
To gaze unawed upon a toppling world?
When stars and sky fall headlong, and when earth
Slips from her base, who sits with folded hands?
Shall unknown nations, touched by western strife,
And monarchs born beneath another clime
Brave the dividing seas to join the war?
Shall Scythian tribes desert their distant north,
And Getae haste to view the fall of Rome,
And I look idly on?

...Nought, Rome, shall tear thee from me, till I hold
Thy form in death embraced; and Freedom's name,
Shade though it be, I'll follow to the grave.

The scene shifts to Pompey attempting to rally his troops to battle after having fled from Rome southward to Capua. Even after his best rhetoric they remain obviously half-hearted at the prospect of fighting Caesar, so they flee to Brundisium (the heel of the boot of Italy) ahead of Caesar's army.

No loud acclaim received his words, nor shout
Asked for the promised battle: and the chief
Drew back the standards, for the soldier's fears
Were in his soul alike; nor dared he trust
An army, vanquished by the fame alone
Of Caesar's powers, to fight for such a prize...

Thus Magnus, yielding to a stronger foe,
Gave up Italia, and sought in flight
Brundusium's sheltering battlements...

Then were the gates [of Capua] thrown wide; for with the fates
The city turned to Caesar: and the foe,
Seizing the town, rushed onward by the pier
That circled in the harbour; then they knew
With shame and sorrow that the fleet was gone
And held the open: and Pompeius' flight
Gave a poor triumph.