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In Olivia's garden, "Cesario" and Feste shoot the breeze.
Feste claims that he is not a fool, but a "corrupter of words." "Cesario" gives him some spare change and, when Feste implies "Cesario" should give him some more money to fetch Olivia, "Cesario" obliges.
"Cesario" tells us how brilliant Feste is and notes that being a Fool takes a lot of talent and an ability to read people. Feste is a "wise" guy.
Sir Toby and Sir Andrew enter the garden and say "hey" to "Cesario" before Olivia enters.
Alone in the garden, Olivia holds "Cesario's" hand and flirts it up. "Cesario" tries to give Olivia the brush off, but Olivia confesses her lust for "Cesario."
"Cesario" says that he feels sorry for Olivia. Then Olivia says fine, I won't force you, but some day, when you're older and have gone through puberty, some girl is going to be very lucky to have you.
Olivia asks "Cesario" to tell her what "he" thinks of her. "Cesario" gets all cryptic and says stuff like "I am not what I am." Olivia throws herself at "Cesario" and begs "him" to love her.
"Cesario" says "his" heart belongs to "no woman" and never will. The audience gets it but Olivia doesn't.
When it's time for "Cesario" to go, Olivia says feel free to come back and see me any time.