A high-energy, high-comedy, madcap scene, act 3, scene 2 is the high point of the love mishaps that plague the various characters in the play.

The scene opens with Oberon running into Puck (Robin Goodfellow) and asking for an update on his plan to bewitch Titania. Puck reports that he came across some lower-class men rehearsing a play in the woods. He chose the stupidest and most ridiculous of them, Bottom, and stuck an ass's head over his real head. This so frightened the other players that they ran away in a wild panic. At just the right moment, Titania woke up and fell in love with the donkey-headed Bottom. Oberon is very pleased, saying this part of his plan has worked out even better than he expected. He then immediately asks Puck if he put the love potion in the Athenian man's eyes. Puck says he did so—though the audience knows that Puck accidentally used the magic flower on Lysander rather than Demetrius.

Meanwhile, Demetrius has encountered Hermia. Seeing that Lysander is no longer by Hermia's side, Demetrius takes advantage of his opportunity and tries to woo her. Hermia, however, is worried and distracted because Lysander has disappeared. She accuses Demetrius of murdering him, as that is the only plausible explanation she can find for his absence. Demetrius tells her that for every man who is true to his oaths of love, many more are not—and that maybe Lysander has forsaken her. This makes Hermia furious. She tells him to leave and states that nothing could ever make Lysander unfaithful to her. She tells Demetrius she never wants to lay eyes on him again. Demetrius decides to back off and falls asleep.

As Oberon and Puck walk through the forest, Oberon sees the sleeping Demetrius and realizes that Puck put the love potion into the wrong man's eyes. Puck didn't know there were two Athenian men in the forest, so he dropped the love potion in Lysander's eyes by mistake. Oberon tells him to hurry up and find the pale, lovelorn Helena and bring her to Demetrius, while he, Oberon, puts a love potion in Demetrius's eyes and casts a spell so that he will fall in love.

Puck is actually delighted by the mix-up and gleefully anticipates both men chasing after Helena, which he thinks will be great fun. He comments on what fools mortals are. Oberon, meanwhile, worries about the fate of the lovesick Helena.

Helena enters the scene, chased by Lysander, who has fallen madly in love with her under the influence of the potion. Helena is upset and can't understand how Lysander could possibly have turned on Hermia. Just then, Oberon having put the love potion in his eyes, Demetrius awakens and sees Helena. The two men begin chasing her together, both making desperate pleas for her love.

Helena thinks this is all a big joke they have concocted to make fun of her. She thinks they are being terribly cruel and gets angry with both of them, telling them to stop. To add to the madness, Hermia enters the scene. She is astonished when Lysander begins insulting her and telling her she is ugly and that he hates her while he runs after Helena with overwrought words of love.

Hermia gets angry at Helena, accusing her of stealing Lysander from her. Helena gets angry in return, accusing Hermia of being in on the plot to make fun of her. She also tells Hermia she would never do anything to harm her—she has always been a loyal friend. The two women quarrel, Hermia and Lysander quarrel, Helena quarrels with Demetrius and Lysander, and soon the two men are ready to fight each other over Helena. In other words, total chaos and confusion reign. Everyone is angry at everyone else, and everyone is confused about what is happening.

Witnessing the chaos, Oberon also gets angry and wonders if Puck is making mischief on purpose. Puck hastens to assure Oberon that it was all an honest mistake. Oberon tells him to use his magic to keep the men apart so that they don't hurt each other. Puck imitates each man's voice to lead them apart from one other. Soon, they fall asleep from exhaustion, as do Hermia and Helena. Oberon puts a potion in Lysander's eyes that undoes the love potion. When Lysander wakes up, he will think falling in love with Helena was only a dream and will be back in love with Hermia. At this point, due to Oberon's wise actions and swift directions to Puck, crisis and tragedy are averted. Helena and Demetrius are now destined for each other, as are Helena and Lysander.