Duke Orsino of Illyria is in love with Olivia, but his advances are rejected. Viola, however, is already falling in love with Orsino.
Sebastian looks around the town, and Antonio gives him his purse to use, deciding to stay at the inn for safety. Staying with Olivia is her uncle Sir Toby, who is encouraging Sir Andrew, his drinking-companion and source of funds, to woo Olivia.
The letter asks Malvolio to dress and behave in eccentric ways. Toby, Andrew, and Fabian observe Malvolio opening the letter and absorbing its contents. Toby arranges for him to be confined in a dark room. Later, he gets Feste to disguise himself as a priest, Sir Topas, to taunt Malvolio. Malvolio writes a letter of complaint to Olivia. Meanwhile, Andrew prepares to leave the house, having seen Cesario apparently being more successful with Olivia, but Toby persuades him to stay, and to challenge Cesario to a duel.
Sir Toby separately informs Andrew and Cesario that the other is a ferocious fighter, and they approach each other with trepidation.
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They are about to fight when Antonio arrives, intending to defend Cesario, whom he has mistaken for Sebastian. He asks for his purse from Cesario, who of course professes no knowledge of it. Feste is sent to bring Cesario to Olivia, but encounters Sebastian instead. They meet Andrew, who strikes Sebastian, thinking him to be Cesario, and Andrew is beaten for his pains.
Olivia arrives to stop a fight between Sebastian and Toby.
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