At Orsino's palace, the duke is gathered together with Cesario (Viola), Curio, and others, and he says that he would like to hear a song, a certain "old and antique" song that he heard last night; the song seemed to "relieve [his] passion much." Feste, the jester, is not there to sing it, however, so Orsino sends Curio out to find him and, while Curio is gone, Orsino calls Cesario to him. He tells the young lad that "if ever [Cesario] shalt love," then he should remember how Orsino suffered while he experienced love's sweet pangs. Orsino tells Cesario that Orsino himself is the sad epitome of all lovers — "unstaid and skittish" — except when he recalls "the constant image" of his beloved. Cesario hints that love has already enthroned itself within him, and Orsino remarks that he believes that Cesario is indeed correct. He can tell by looking at the boy that his "eye / Hath stay'd upon some favour that it loves." Cesario acknowledges that this is true. The duke is intrigued; he is curious about the woman who has caught Cesario's fancy, and he begins to question the lad.
Cesario says that the object of his love is a great deal like Orsino, a confession that makes Orsino scoff: "She is not worth thee, then," he says. When he learns that Cesario's "beloved" is about Orsino's own age, he becomes indignant. A woman, he says, should take someone "elder than herself." He says that women, by nature, are not able to love with the same intensity as a young man is able to love; women need to find themselves a steady, doggedly devoted older man whose passions are burned low and, thus, more equal to hers. Cesario, Orsino suggests, needs to find a very young virgin, one who has just blossomed, "for women are as a rose [and] being once displayed, do fall that very hour." Cesario sadly agrees; women, he says, often "die, even when they to perfection grow."
Curio and Feste enter then, and Feste is more than happy to sing the song that he sang last night. He urges Cesario, in particular, to take note of it for although it is "old and plain," it is a song that is well known. Spinsters sing it, as do young maidens; its theme concerns the simple truth of love's innocence. The song begins, "Come away, come away, death . . ." (which is certainly a melancholy evocation) and goes on to lament unrequited love — of which Orsino and Viola (and Olivia) all suffer. The lover of the song is a young man who has been "slain" by "a fair cruel maid," and, his heart broken, he asks for a shroud of white to encase his body. He wants no flowers strewn on his black coffin; nor does he want friends nor mourners present when he is lowered into the grave. In fact, he wants to be buried in a secret place so that no other "sad true lover" will chance to find his grave and find reason to weep there. The emphasis here is on the innocence of love, and our focus is on poor Viola, who has innocently fallen in love with Duke Orsino, who believes that she is only a handsome young man, to whom he feels "fatherly."
Orsino gives Feste some money for singing the mournful ballad, and, in return, Feste praises his good and generous master and then exits. The duke then excuses the others, and when he and Cesario are alone, he turns to the boy and tells him that he must return to Olivia and her "sovereign cruelty." He tells Cesario that he must convince Olivia that Orsino's love is "more noble than the world." It is not her riches which he seeks (her "quantity of dirty lands"); instead, he prizes her as a "queen of gems." It is his soul which loves her. When Cesario asks what he should say if Olivia protests that she absolutely cannot love Orsino, the duke refuses to accept such an answer.
Cesario then grows bold and tells Orsino that perhaps there is "some lady" who has "as great a pang of heart" for him as he has for Olivia. Orsino refuses to acknowledge that women can love with the passion that men can:
. . . no woman's sides
Can bide the beating of so strong a passion
As love doth give my heart; no woman's heart
So big, to hold so much. (92-95)
True love, he says, using a typically Elizabethan analogy, lies in one's liver, and a woman's love lies only on the tip of her tongue. Women may talk sweetly, but women cannot "suffer surfeit, cloyment and revolt," pains of the liver which are reserved for only men. He wants to make it perfectly clear to Cesario that there is "no compare / Between that love a woman can bear me / And that I owe Olivia."
Cesario now becomes bolder still and says that women can indeed love with as much passion as men can. He knows it to be so, for his father had a daughter who loved a man with as much passion as Cesario himself could love Orsino — that is, if Cesario were a woman. Then Cesario realizes that perhaps he has said enough on the subject, but when Orsino inquires further concerning the history of this "sister," Cesario's imagination is rekindled. He returns to the theme of the unrequited lover and conjures up a sad tale about his "sister" who loved so purely and so passionately and so privately that love became "like a worm in the bud" of her youth and fed "on her damask cheek." Turning to Orsino, he says, "We men may say more, swear more," but talk is often empty. His sister died, Cesario sighs, and now he is "all the daughters of my father's house, / And all the brothers too." With this cryptic statement in mind, the duke gives Cesario a jewel. He is to present it to Olivia, and he is to "bide no denay" — that is, he is not to take No for an answer. Orsino is determined to have Olivia's love.
In contrast to all of the shenanigans involved in the subplot of the last scene, this scene shifts abruptly back to Duke Orsino's palace, and, once again, the mood and atmosphere are re-established as the duke again calls for music. We return to that same languid and indolent duke; now, he asks for the old and antique song that he heard last night. Later in the scene, Feste will appear and sing the song "Come away, Come away, death." The theme of this lyric is the sadness unto death of a young man whose love for a fair, cruel maid is unrequited. (The duke obviously sees a parallel between his and Lady Olivia's relationship in the song). The youth in the song dies of his love, and he hopes that no other sad, true lover shall find his grave for a similar reason — that is, because of unrequited love. The song is quaint and filled with conceits. Its melancholy artifice probably appeals to the duke in his present mood, and it certainly suits the musical atmosphere of the play as a whole. Ironically, while the theme of the song expresses Duke Orsino's mood, it also expresses the mood of Olivia (who is unrequited in her love for Cesario), as well as that of Viola (who is unrequited in her love for Duke Orsino).
At the end of the scene, when Cesario says, "My father had a daughter loved a man," this statement comes as close as Viola dares in expressing her love for Duke Orsino. The contrast is between her tormented, inner anguish and reasoned love and the duke's exaggerated statements of love. While Viola's passion is less pretentious than the duke's, it is nevertheless as deep and sincere.
The ending of the scene furthers the plot since Orsino once more commands Cesario to deliver a love message and a jewel to Olivia, thus setting up another encounter between the unrequited Olivia and the inaccessible Cesario (Viola).