- Back at Olivia's pad, Sir Andrew Aguecheek tells Fabian and Sir Toby Belch that he's out of there—Olivia's never going to marry him so he should just go home. In fact, Olivia seems to be after Duke Orsino's serving boy, "Cesario."
- Fabian tells Aguecheek that Olivia's just pretending to be into "Cesario" because she wants to make him jealous.
- Toby says Aguecheek should pick a sword fight with "Cesario" and kick "his" butt if he wants Olivia to respect him.
- Toby tells Aguecheek to write a mean and nasty note to "Cesario" so he can deliver the challenge to the "boy." He tells his pal to make it really mean and scary.
- Aguecheek runs off to write the letter and Fabian and Toby laugh at what a chump he is. Toby says he's been using Sir Andrew Aguecheek to fund his partying.
- Fabian asks Toby if he's really going to deliver the letter and Toby says of course. And Fabian should try to get "Cesario" to answer the letter, but Toby doubts anything will come of it. Andrew is a wimp and "Cesario" doesn't have an aggressive bone in his body.
- Maria enters and tells them to come quick: Malvolio's wearing yellow stockings and smiling like a fool (just like the forged letter instructed him to do). Olivia's going to think he's gone crazy.
- They run off to watch what happens.