- Toby Belch and Andrew Aguecheek have just returned to Olivia's pad from another all-night party. Toby says that, since it's after midnight and they're awake, they're just like a couple of healthy people who like to wake up early.
- A skeptical Aguecheek says he doesn't know about all that, but Toby insists that he and Aguecheek are not only awake at an "early" morning hour, but they also go to bed after midnight, which means they also go to bed "early."
- Sir Andrew pipes up that all he and Toby ever really do is eat and drink, so Toby calls for another round of booze. Then Feste shows up and they greet each other by saying stuff like "Welcome, ass!"
- Aguecheek gives Feste props for the great performance he delivered that night. Feste's got a great set of pipes and the crowd enjoyed themselves on dance floor. They also dug his stand-up comic routine and hope he got the money they left him as a tip.
- Toby and Aguecheek give Feste a few more coins and demand a love song, which Feste obliges. The trio continue to fool around, singing and talking trash (much of it nonsense) when Maria enters and tells them to pipe down before Olivia kicks them out.
- Maria's chiding doesn't do any good, so Malvolio runs in to lecture them. Don't they have any sense of propriety? Are they crazy? Acting like a bunch of drunken commoners in a rowdy bar. Geesh.
- Toby blows off Malvolio, who threatens that Olivia's going to give them the boot if they keep it up.
- Toby, Maria, Feste, and Aguecheek bag on Malvolio for being a steward (head servant). Who does Malvolio think he is? Old Toby and company will keep partying.
- Malvolio yells at Maria then and accuses her of tolerating and egging on the rowdy men. Maria tells him to "go shake [his] ears" which is another way of saying "get lost."
- When Malvolio leaves, Maria asks Toby and crew to take it easy tonight since Olivia's been all bent out of shape ever since she talked with "Cesario" (Viola in disguise). Maria knows Olivia's worked up over the visit, but it's not clear if she knows that Olivia has a crush on "Cesario."
- Maria promises to plan an elaborate prank to punish Malvolio for being such a haughty party pooper and acting like a "kind of Puritan" (a member of a Protestant sect that had beef with the Catholic Church and had a reputation for disapproving of all forms of fun).
- Aguecheek says he'd beat Malvolio "like a dog" if he really was a Puritan. Maria calls Malvolio a kiss-up and a poser with secret social ambition. Maria's going to forge a love letter and drop it where Malvolio will find it. When he reads the note, he'll be convinced that Olivia is in love with him.
- Oh goody. Toby and Aguecheek can't wait to mess with Malvolio.
- When Maria goes to bed, Toby brags to his buddy that Maria's into him and wants to be Mrs. Toby Belch.
- Toby then tells Aguecheek he'd better send home for some more money since he's almost out.
- Aguecheek whines that Olivia will never love him and worries that he's spending all his money for no good reason.
- Oh, well, he decides. Then he and Toby agree that it's way too late to go to bed now. They might as well stay up and drink some more beer.