- In Olivia's garden, "Cesario" and Feste shoot the breeze. They talk about how easy it is to play with words and make them have double meanings.
- Feste says for that reason, he wishes his sister didn't have a name. Why? Because someone could mess around with her name and make it into something that means "whore." (Kind of like the cruel way that kids tease each other, right?)
- He also says words are so unreliable that he prefers not to use them when discussing serious matters. (Funny guy.)
- When "Cesario" asks if Feste is Olivia's fool, he says he's not a fool at all, just someone who turns words into whores.
- "Cesario" gives him some spare change for his cleverness, and asks if Olivia is in. 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 speak for Orsino, but Olivia says she doesn't want to hear his name again. In fact, she wishes that "Cesario" would start pursuing her for himself instead of continuing to act on Orsino's behalf.
- "Cesario" tries to give Olivia the brush off, but Olivia confesses her lust for "Cesario" and demands to hear what "he" thinks of her.
- "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.