Act II begins three years after the events of Act I. The setting is now a room in Cherea’s house. A group of patricians are discussing Caligula’s recent actions, which include the confiscation of property, the execution of some of their family members, and the forceful enrollment of their wives into the public brothels. They are about to rush out to assassinate Caligula when Cherea walks in. He talks them down from carrying out their plan immediately, arguing that they’re doing it as vengeance.

Cherea says that Caligula’s philosophy is logical, but intolerable because it drains life of all meaning. He counsels them to wait for the appropriate time, expecting that Caligula’s actions will greatly affect his mental health, when he will be vulnerable. The patricians eventually agree, conceding that if they attack Caligula now, the masses will rise up against them.

While this discussion is going on, Caligula and his entourage arrive at Cherea’s house and enter. Caligula does not address the patricians but looks each one of them over carefully. Then he walks out again. Returning a few moments later, Caligula has them gather around a table to eat. He makes a show of terrible table manners, then proceeds to torment the patricians with cruel conversation.