At Olivia's house, it is late and Sir Toby and Sir Andrew have been drinking, or "revelling," as they call it. They are noisily celebrating — reciting fragments of songs, Latin sayings, and old country proverbs. They play at logic: Sir Andrew says in all inebriated seriousness that "to be up late is to be up late." Sir Toby absolutely disagrees: "a false conclusion," he pronounces, and a flaw in reasoning, a vexation which he dislikes as much as he does an empty beer mug. Then he launches into an involved, implausible, and ridiculous diatribe involving the hours of the day and of the night and the four elements, and ends by praising Sir Andrew for being such a superb scholar because Sir Andrew agrees with Sir Toby's final conclusion — that "life . . . consists of eating and drinking," which reminds Sir Toby that what they both need is another drink. Thus he bellows loudly for "Marian" (Maria) to fetch them "a stoup of wine."
Feste, the jester, has not gone to bed and is delighted to come in and discover a party going on. They all joke uproariously in broad comedy about their all being asses, and then they attempt to approximate the acerbic flair of high comedy, but their bits and pieces of joking become so disjointed that it is impossible to know exactly what they are laughing about, nor is it terribly important. The point is, they are having manly, goodhearted drunken fun and, therefore, they indulge quite naturally in some loud singing. Very naturally, one of the first songs is a love song. It is sung by Feste and begins "O mistress mine" and concerns men wooing their true loves. The second verse praises the experience of love: love is an act, to be acted upon; "tis not hereafter." The future, according to the song, is unsure, therefore, lovers should kiss for "youth's a stuff [which] will not endure." The philosophy of the song is agreeable to all, as is Feste's "mellifluous voice," according to the tipsy Sir Andrew. Sir Toby criticizes Feste's breath, pondering momentarily on the possibility of one's being able to hear with one's nose. Then in the next breath, he suggests that they celebrate so thoroughly that they will "rouse the night-owl" and make the sky itself (the "welkin") dance. Sir Andrew thinks that this is a splendid idea: "I am dog at a catch," he cries out, meaning that he is clever at singing. Yet no sooner do they begin, than their tongues tumble over the words "knaves" and "knights," two completely different kinds of men, and they attempt to begin all over again when Maria comes in. She warns them that their "caterwauling," their wailing like three sex-starved tomcats, is going to get them thrown out of the place. If Olivia is awakened, she will have her steward, Malvolio, toss them all out. Neither Sir Toby nor Sir Andrew pays any attention whatsoever to her; they are too far gone in their cups, and they call Olivia a "Cataian" (a bitch) and call Malvolio a "Peg-a-Ramsey." This latter slur is very insulting, referring to an over-the-hill, henpecked impotent man who woefully longs for the long-gone days when men sported yellow hose and wooed the village maids. Sir Toby begins a new song, with the words "On the twelfth day of December . . ." and suddenly they are all startled to see a figure in the doorway. It is Malvolio.
He is haughty and as imperious as Maria warned them that he would be. He tells them that Olivia has said that either they must quiet down or else they must leave the house. Sir Toby and Feste mock Malvolio's edicts with satiric farewells, and Malvolio becomes furious. He is scandalized to hear such insults in his lady Olivia's house. He turns on Maria and attempts to shame her for allowing such misbehavior. He shall report her part in all this "uncivil rule." He warns them that they should make no mistake about what he plans to do. Their insubordination will be reported immediately!
Resentful of Malvolio's lordly posings, the drunken merrymakers loudly applaud Maria's proposed plan to outwit the sharp-tongued, all-important Malvolio. She will forge a letter in Olivia's handwriting ("some obscure epistles of love") that will contain soulful, sighing admirations for "the color of [Malvolio's] beard, the shape of his leg, the manner of his gait, the expression of his eye, forehead, and complexion" — in short, in a very brief time, Malvolio will mistakenly believe that Olivia is in love with him. "A sport royal," Maria predicts. With that, she tells them to hide and eavesdrop on Malvolio when "he shall find the letter." She then bids them goodnight; the three men are intoxicated at the thought of what will ensue. Malvolio will be made a fool of; he has needed such an experience for a long time, and this exciting prospect, of course, calls for a drink.
Much of the spontaneity of this scene is lost to the reader of the comedy; however, on the stage, this is a hilarious comic masterpiece. It is a jovial company; first, Sir Toby and Sir Andrew are carousing in drunken, noisy celebration and are soon joined by Feste, who will also provide some songs. Then Maria, complaining at first, finally joins the celebration. The mood is one of partying and indulgence as Maria keeps a constant lookout, for she knows that Malvolio would delight to report just such shenanigans to the Lady Olivia. The rapid, witty exchanges are difficult for the modern audience, but what emerges of major importance is that Sir Toby is not just an average drunk; he is indeed a true wit, whose lines addressed to Sir Andrew establish the fact that the latter is a gull and an ignoramus.
The entrance of Malvolio is particularly comic. Remember that Malvolio is tall, skinny, and bald. Traditionally, he appears dressed in his nightgown and night cap, and he stands above the party makers as a magnificently ridiculous figure carrying a lit candle in a candlestick. It is difficult to take his authority seriously since he looks so ridiculous. Sir Toby and Feste dance around this foolish figure, and finally, when Malvolio reminds Sir Toby that he can be thrown out of the household, Malvolio has taken a step too far. It should be remembered that in the Elizabethan stratified society, Malvolio, while he is a steward, is inferior to Sir Toby in social rank, and whatever limitations Sir Toby may have, he is a knight and he is Lady Olivia's uncle. Thus after Malvolio's threat, Sir Toby asks him, "Art any more than a steward?" Then the essential conflict between the two is stated by Sir Toby: "Dost thou think, because thou art virtuous, there shall be no more cakes and ale?" This final statement characterizes perfectly the two types of people in the world: There are the Malvolios who would have everyone be as austere and priggish as he is, and then there are the Sir Tobys who will always find pleasure in life. The term "cakes and ale" has become famous as a phrase describing pleasure-loving people. After Sir Toby puts Malvolio in his place, Malvolio turns to Maria to reprimand her, and then he exits.
The remainder of the scene deals with the plot which they will all concoct in order to get even with Malvolio, using the knowledge that Malvolio is such an egotist that he would readily believe that a love letter, ostensibly sent from Olivia, was addressed to him. Thus, as the scene ends, we are prepared not only for the complicated love triangle, but also for the duping of the haughty Malvolio. We also see that Sir Toby is aware of an affection that Maria has for him, and at the end of the comedy, we will learn that these two are married.