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In her garden, Olivia frets about whether or not "Cesario" will come back for a little visit. Then she asks Maria where Malvolio is.
Maria tells Olivia that Malvolio's on his way, but he's acting like he's possessed by demons – he's been smiling a lot and for no good reason.
When Malvolio enters in a ridiculous get-up (yellow stockings with cross-garters) and a silly grin on his face, Olivia asks what the heck's wrong with him. She wants to know why he's smiling like an idiot when she's in such a sad mood.
Malvolio continues to act like a fool – slobbering on Olivia's hand, talking nonsense, and insulting Maria. When Malvolio quotes lines from the forged letter, Olivia has no idea what he's talking about and thinks he's totally lost his mind.
Malvolio presses on and asks Olivia if she remembers telling him to wear yellow stockings and cross-garters. When a servant enters and announces that "Cesario" has arrived, Olivia tells Maria to fetch Toby and company to look after Malvolio so she can rush off to greet "Cesario."
Malvolio's left alone and tells us that he thinks Olivia is totally into him – he can't wait to carry out the instructions of the letter by being rude to Sir Toby.
Sir Toby and Fabian enter and pretend to think Malvolio's possessed and needs an exorcism.
Malvolio tells them to get lost (he wants to continue his fantasy in private), but Maria says, see guys, I told you his body's been taken over by a devil.
Malvolio is totally confused by the crew's behavior, especially when Fabian suggests they get a urine sample (so the local witch can examine it, of course) and make Malvolio say his prayers.
Malvolio tells them to get lost and runs away, leaving the crew to comment about how delicious their prank is. They decide to chase after Malvolio and lock him up in a dark room that will make Malvolio go crazy.
Just then, Sir Andrew Aguecheek enters with the letter he has written to challenge "Cesario" to a duel.
Toby reads the hilariously insulting letter aloud and assures Aguecheek that he'll deliver the note to "Cesario." In the meantime, Aguecheek should go hide in the orchard. When "Cesario" shows up, Aguecheek should jump out from behind a tree, draw his sword, and say something scary to "Cesario."
Aguecheek runs off to the orchard and Toby tells Fabian and Maria that he's not going to deliver Aguecheek's silly letter. Instead, Toby's going to deliver a verbal message to "Cesario." Since both "Cesario" and Aguecheek are wimps, they'll both be shaking in their boots at the thought of fighting each other.
Olivia and "Cesario" enter just then, but Toby and crew run off to work out the details of their plan before confronting "Cesario."
This gives Olivia a chance to be alone with the luscious "boy." Olivia says she knows "Cesario" isn't into her, but she just can't help herself. She accuses "Cesario" of having a "heart of stone."
"Cesario" replies that Duke Orsino feels just as sad as Olivia does – unrequited love sucks for everyone and Orsino is still wants Olivia.
Olivia begs "Cesario" to wear her miniature (a piece of jewelry with a tiny portrait of Olivia painted on it) and to come back to Olivia's place tomorrow so Olivia can try to seduce "him" again.
After Olivia leaves, Toby Belch and Fabian enter again and tell "Cesario" that someone's in the garden waiting to beat him into a pulp.
"Cesario's" terrified and insists that "he" isn't a fighter.
Too bad, says Toby, whip out your sword!
"Cesario" asks Fabian for help. Fabian lies and says he'll try to help smooth things over so "Cesario" doesn't get a beat down.
Meanwhile, Sir Toby goes into the orchard and tells Aguecheek that "Cesario" is crazy and can't wait to fight him. Aguecheek is terrified and tries to back out but Toby tells him it's too late – he better get ready to rumble because "Cesario" is ready to go.
Sir Andrew tells Toby to tell "Cesario" that Sir Andrew will give him his horse if "Cesario" doesn't beat him up.
OK, says, Toby, who runs over to "Cesario" and says Sir Andrew's ready to mop the floor with him.
Toby forces "Cesario" and Aguecheek together and the two draw their swords.
Just then, Antonio enters and thinks that "Cesario" is his boy, Sebastian. (Viola looks a lot like her twin brother and apparently the two look identical now that Viola is disguised as "Cesario.")
Antonio's scared for his boy "Sebastian" and tries to break up the fight. He and Toby trade insults and draw their swords.
"Cesario" and Aguecheek put their swords away and Aguecheek promises "Cesario" his horse.
Then, the cops show up to arrest Antonio, who has been recognized as one of the pirates who stole from the Duke.
Since Antonio thinks that "Cesario" is Sebastian, he asks "him" to return the money he gave him earlier so he can buy his way out of jail.
"Cesario" has no idea what Antonio's talking about but, being a nice person, "Cesario" gives him some money anyway.
Antonio is hurt because he thinks Sebastian has hung him out to dry. He can't believe Sebastian would screw him over like this, after everything Antonio's done for him. He goes off about how he saved Sebastian from drowning, has been a devoted and loving friend, and then calls Sebastian (who is actually "Cesario") a devil.
The cops couldn't care less about any of this drama and they haul Antonio off to the clink.
Meanwhile, it finally occurs to Viola (disguised as "Cesario") that Antonio has mistaken her for her twin brother, Sebastian, since the siblings look so much alike. This gives Viola some hope that Sebastian is still alive and didn't drown at sea after all. For some reason, Viola keeps this info to herself.
After "Cesario" runs off stage, Toby, Fabian, and the cowardly Aguecheek hang back and talk trash about what a wimp "Cesario" has turned out to be. Aguecheek pretends like he wasn't shaking in his boots two minutes ago and says he ought to run after "Cesario" and beat him down.
Toby Belch eggs on Aguecheek and they run off after "Cesario."