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In Olivia's garden, Toby and Aguecheek hang out with Fabian, who worries that he'll get in trouble again if he helps them trick Malvolio, who got him in trouble earlier for holding a bear-baiting contest at Olivia's place. (Bear-baiting was a popular Elizabethan blood sport, where bears were tied up to a stake and forced to fight unleashed dogs.)
Toby Belch says not to worry – they'll make Malvolio pay for being such a drag.
Maria enters and tells the men to hide behind a tree because Malvolio is coming. Then she throws the forged letter on the ground for Malvolio to find.
Malvolio enters the garden talking to himself. First he says he thinks Maria wants him and then he fantasizes about being married to Olivia, which would make him a Count who could boss around Sir Toby and his raucous little crew. Toby and Aguecheek can hardly contain their laughter and their anger at Malvolio's audacity.
The fantasy continues as Malvolio daydreams about fondling some expensive jewels and lecturing Toby for his drunkenness.
Malvolio finds the letter and thinks right away that it's written in Olivia's handwriting. He thinks the letter is meant for him because it spells out M-A-O-I, all letters that appear in the name Malvolio. (Boy, that's some cracker-jack detective work.)
The letter instructs Malvolio to pick fights with Toby and company, wear yellow stockings with cross-garters, and smile at everything, even when Olivia's in a sad mood. Malvolio is all over this and runs off to change his clothes.
Toby is psyched – Maria's plot is so clever that he's tempted to marry her.
Maria enters and gloats about her evil genius plan. Malvolio is sure to make a fool of himself while annoying Olivia to no end.