The scene shifts to Bithynia in Asia Minor (in the Sebastian play, Florence). Antiochus (along with the Merchants and Berecinthius) has come seeking support at the court of king Prusias. He is fondly remembered and warmly welcomed. Flaminius, passionate to subdue the king, has pursued him to Bithynia; Flaminius subverts Prusias's tutor and favorite Philoxenus, and with threats of war intimidates Prusias into surrendering Antiochus. Prusias yields, to the disgust of his Queen. Berecinthius and the First Merchant also fall into Flaminius's custody, though the other two Merchants escape.