Puck returns with the special flower to bring Oberon from his contemplative mood. With the flower in hand, Oberon sets off to place the juice upon Titania's eyes as she sleeps. He instructs Puck to muster up a strange bedfellow for Titania to fall madly in love with and also to place the juice upon Demetrius' eyes that he may return Helena's attentions. Titania and the fairies arrive in the glade. The fairies attempt to sing Titania to sleep, but she still appears agitated after her confrontation with Oberon.
Titania finally slumbers, and the fairies depart.
Oberon arrives unseen, places the juice into her eyes, and then departs. Lysander and Hermia, fatigued by their night's adventure, wander into the glade to seek a spot upon which to rest. Lysander, who feels they are all but married, is eager to show his feelings to Hermia. She reminds him that it is best to wait. Stumbling into the glade, Puck mistakes Lysander for Demetrius, and places the magic juice upon his sleeping eyes.