Lady Olivia enters with Malvolio and dismisses the fool, but Feste refuses to go calling her the fool. He explains that she should not be mourning her dead brother because he is in heaven. She asks Malvolio his opinion and he says she should not listen to the fool. She laughs at the opinions of the fool when Maria enters and tells her a young man is there to see her from Count Orsino. Sir Toby however is blocking the gate and she sends Malvolio to handle the situation.
Toby enters drunk and then leaves.
Olivia, upset with her cousin, sends the fool to take care of him. Malvolio returns saying that the young man refuses to leave until he speaks with Olivia. After many questions, Olivia agrees to speak with him. Viola enters dressed of course as Cesario, and begins to give a speech about her beauty. Lady Olivia is not interested in hearing it, and Viola asks to speak with her in private.