Act 2, Scenes 1–3 Summary and Analysis

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Last Updated June 22, 2023.

Scene 1

The first scene of Act 2 begins on the coast. Antonio's captain asks his companion, Sebastian, whether he intends to leave. Sebastian responds that he must go alone, bearing his evils rather than laying them on Antonio. 

Sebastian does not know where he is going or what he will do, for Antonio has rescued him from the sea, and he is the last of his family; his sister has drowned. His sister, Sebastian continues, greatly resembled him, but now he has only memories of her. Antonio regrets that he could not have offered Sebastian greater hospitality, while Sebastian regrets causing Antonio so much trouble. 

Antonio begs once more to travel with Sebastian, who denies his plea. Sebastian has now decided to go to the court of the Duke Orsino, and he begins his journey. Antonio reflects that although he has enemies among Orsino's people, he may follow Sebastian.

Scene 2

Malvolio catches up with Viola to "return" Olivia's ring, and he reiterates that Olivia will have nothing to do with the Duke but that Viola may return to report the Duke's reaction. Viola is confused, for she has left no ring with Olivia, but Malvolio does not accept this reply. 

As she reflects on the situation, Viola realizes that Olivia has fallen in love with her, and she laments her muddled situation: the Duke loves Olivia; Viola loves the Duke, and now Olivia, deceived by Viola's disguise, loves Viola. "O time," Viola cries, "thou must untangle this, not I, / It is too hard a knot for me t' untie."

Scene 3

Sir Toby and Sir Andrew reappear in scene 3. It is late at night, and they are both drunk. They speak of the proper time to go to bed (late) and the meaning of life (eating and drinking). Feste joins them, and Sir Toby and Sir Andrew demand a love song, which Feste provides for a price. After a witty exchange filled with wordplay about bad breath and dogs, the three decide to sing a "catch" or a round.

At that point, Maria enters and warns them that if they do not stop their caterwauling, Malvolio will come and turn them all out. Malvolio does appear shortly after to find the three still singing loudly. He scolds them for their lack of manners and respect at such a late hour, and he warns Sir Toby that if he does not amend his ways, Olivia will part company with him. 

With Feste's assistance, Sir Toby merely sings in response to Malvolio's rebukes. Sir Toby declares that just because Malvolio wants to be virtuous does not mean everyone else must give up their "cakes and ale." Malvolio departs in disgust.

Sir Toby would like nothing more than to make a fool of Malvolio in some way, but Maria says to leave the matter to her. She remarks on how Malvolio is filled with pride and assures the others that her revenge will strike directly at those vices. She plans to drop a love letter in Malvolio's path, a letter that will appear to come from Olivia, whose handwriting Maria can imitate. 

Malvolio will think that Olivia has fallen in love with him, and Maria and the three men will have fun observing the consequences. The scene ends when Sir Toby and Sir Andrew leave for another drink.


The first scene of Act 2 introduces two new characters and provides the audience with crucial information. Antonio and Sebastian appear abruptly; at first, the audience may wonder who they are. As their conversation continues, it becomes apparent that Sebastian is Viola's supposedly drowned brother and Antonio is the man who saved him from drowning. 

However, Shakespeare does not provide this information directly but drops hints in Sebastian's words. He had a sister, he says, whom he believes to be drowned. That sister can be none other than Viola, yet the audience enjoys drawing that inference for themselves.

Sebastian and Antonio are both relatively flat characters at this point, for they have yet to develop their personalities fully and, at this stage, serve to increase the complexity of the deception Viola has begun. Sebastian's appearance at the Duke's court is bound to create confusion, for, as Sebastian notes, his sister is said to look just like him.

Indeed, Viola's deception is quickly moving beyond her control and taking on a life of its own. Olivia has now fallen in love with the "young man" she believes to be Cesario, and Viola now knows it. Viola's monologue in scene 2 reveals her overwhelmed confusion. "Fortune forbid my outside have not charm'd her," Viola exclaims. 

Yet she suspects that this is true. She noticed that Olivia's "eyes had lost her tongue." This delightful expression means that Olivia was so busy looking at Cesario that she became speechless. While that is not true—for Olivia continues to speak throughout the encounter—it indicates that Viola has captivated Olivia.

Viola continues by wryly remarking that if she is the "man" Olivia has chosen to love, then "she were better to love a dream." At this point, Viola realizes how much harm her disguise will likely cause. The whole endeavor has moved far beyond Viola's intention of self-preservation and into the realm of "wickedness." Viola is faced with a tangled problem she needs help solving. Time will have to untangle that knot, for, as Viola remarks, she cannot.

In scene 3, Malvolio shows himself as the enemy of revelry in an incident that draws together four of the play's central themes: the revelry of the Twelfth Night, deception, love, and ambition. Sir Toby and Sir Andrew, joined by Feste, are up to their usual hijinks, drinking, singing, and carrying on loudly. 

Malvolio scolds them sharply and threatens Sir Toby's expulsion from the household. He claims to do so on Olivia's orders, but this needs to be proven. Malvolio despises all revelry and would like nothing better than to get rid of Sir Toby and his companions. However, he fails to win this round of his ongoing battle against fun, and Malvolio stamps away, vowing to tell Olivia.

Maria, however, has a plan to put Malvolio in his place. She knows he is a social climber, always putting on airs and trying to present his "excellencies." He is nothing but a "time-pleaser," Maria proclaims, a self-centered sycophant who needs to be put back in his proper place. 

The plan she devises will do just that. Her fake love letter from Olivia will reveal Malvolio as the fool he is and allow the revelers to take their revenge on him for trying to spoil all their fun. With the assistance of love and deception, revelry will win the day over ambition.

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