Titania and her fairies are the next to enter the stage, with Oberon secretly following. When Titania falls asleep, Oberon squeezes the love juice in her eyes, hoping a wild beast will be the first creature she sees upon waking. In the meantime, Hermia and Lysander wander near Titania's bower. Lost in the woods, they decide to stop and rest until morning. Puck sees Lysander asleep and assumes he is the nasty Athenian Oberon told him about. He puts the love juice in Lysander's eyes. Still in pursuit of Demetrius, Helena wanders past and notices the sleeping Lysander. She awakens him, and he immediately falls in love with her. Cautious and heartbroken, Helena assumes Lysander is teasing her, so she runs away. Lysander follows. Hermia awakens, calling out for Lysander's help, because she has just had a nightmare in which a snake ate her heart. She dashes into the woods in search of Lysander.
Quince, Bottom, and the other actors are the next characters to meander near Titania's bower. As they rehearse "Pyramus and Thisbe," Puck secretly listens, appalled by their awful acting. Deciding Bottom is the worst in the bunch, Puck gives him an ass-head. When Bottom saunters out of the woods to deliver his lines, the other actors fly from him in fear. Bottom is unaware of the transformation and walks unworriedly through the woods. Singing as he passes her bower, Bottom awakens Titania who immediately falls in love with him.
Puck explains all of these events to Oberon, who is pleased with the way his plan has turned out. Indeed, everything seems perfect, until Demetrius and Hermia walk past, Hermia believing Demetrius has harmed Lysander, who has mysteriously disappeared. Oberon realizes that Puck has anointed the wrong Athenian with the love juice. Angry with this mistake, Oberon sends Puck in search of Helena, vowing to charm Demetrius' eyes when she appears. Now both Lysander and Demetrius are in love with Helena, adding much to Puck's amusement at the foolishness of mortals. Helena still believes they are teasing her. When Hermia honestly, and confusedly, says she knows nothing about the sudden switch in Lysander's feelings, Helena believes she is simply playing dumb: In her opinion, her three friends are laughing at her.
