Unexpected, Beroe arrives much to the delight of her lover, Fausta shudders, and explains to the Empress that Massimiano needs to see her. Fausta tells her rival to leave. When they are alone again she implores Crispus to forget Beroe and to direct his love to someone who is really passionately devoted to him. He begins to understand what she means by a secret and is horrified by her revelation; he tries to leave, but she grabs his hand and tells him that if he rejects her, Beroe will perish. He falls on his knees and begs her not to do that.