In Olivia's house, Maria and Feste, the jester, are exchanging quips. Olivia, she tells him, is piqued because of Feste's absence. She jokingly tells him that Olivia may hang him, but Feste is not intimidated. "Many a good hanging prevents a bad marriage," he retorts. He delights in teasing Maria, whom he is complimenting in mock extravagance when Olivia and her steward, Malvolio, enter.
The two of them are very grave and very serious. Olivia orders Feste away, but Feste stays on, determined to amuse his mistress; he launches into a series of jokes that eventually amuse Olivia, despite her serious mien. But Feste's merriment does not amuse the pompous and humorless Malvolio. Malvolio says that the jester is a weak and sick man, as is his wit. Malvolio's arrogant scorn delights Feste, and he easily parries Malvolio's weak wit and, thereby, impresses Olivia. She tells Malvolio that he is "sick of self-love" and "distempered." Jesters, she says, do not slander; it is their craft, a harmless craft, and that Feste is only reproving Malvolio.
Maria enters and tells them that a fair young man from Duke Orsino has arrived and wishes an interview with Olivia, but that he is being detained by Olivia's uncle, Sir Toby. Olivia's temper flares. She will not be wooed by the duke — nor by anyone else. She doesn't care what the messenger is told; any excuse will do. She wants to see no suitors, she says, and she tells Maria to send the young man away immediately. While Maria and Malvolio are gone, Sir Toby appears. He is drunk, and Feste has a marvellous opportunity to ape Olivia's old uncle's drunken antics. Olivia is amused by Feste's cleverness, and her mood softens; she sends Feste to look after her uncle after he exits. She wants to make sure that nothing serious happens to him in his inebriated condition.
