Viola, disguised as Cesario, has come to plead Orsino's case with Olivia and is now sitting in Olivia's garden, chatting with Feste, Olivia's jester. They play an innocent game of verbal sparring. Their wit is inconsequential, but Cesario cuts it off suddenly, for he tells Feste that while it is pleasant to "dally nicely" with words in harmless punning matches, such duels of wit can easily turn into games of bawdy, "wanton" double entendres. Cesario reminds Feste that Feste is, after all, Olivia's "fool" (another term for jester, but here it is intended to also carry a literal connotation). Feste easily parries Cesario's gentle reprimand. The Lady Olivia, he tells Cesario, has no fool; in fact, she will have no fool "till she be married." Indeed, he is not her fool; he is her "corrupter of words." Again, he bests Cesario's own keen wit, while being as "subservient" as possible to the handsome young man; and in this connection, one should note that in this scene, Feste's etiquette of status is ever-present; he prefaces almost every verbal parry between the two with the polite "Sir." Yet there is a good spirit of camaraderie in this scene between the two people. In fact, Feste would enjoy their sparring even more, he says, if Cesario were older and wiser and more worldly; he remarks that it is time that Jove sent Cesario a beard. Viola, forgetting herself momentarily, confesses that she is "almost sick for one" — and then she realizes what she was about to say: she is literally almost sick for the love of a man, which of course she can't hope to have as long as she is disguised as a man herself.
At this point, Feste goes in to announce to Olivia that Cesario awaits her in the garden, and while Feste is gone, Viola soliloquizes on the nature of "playing the fool." She recognizes Feste's intelligence; it takes a mature sensitivity to deal with the varying temperaments and moods of one's superiors while attempting to soothe and entertain them. A jester's wit must be just witty enough; he must tread a thin nimble-witted line, without overstepping social bounds. "Playing the fool," being a jester, Viola says, is "a wise man's art."
While Cesario is waiting, Sir Toby and Sir Andrew enter and joke with Cesario, but whereas Cesario and Feste entertained the audience with high comedy, Sir Toby and Sir Andrew indulge in low comedy. Like everyone else (with the exception of Malvolio), both men are quite impressed with Cesario, especially Sir Andrew, and much of their joking focuses on their attempting to mimic Cesario's manners. Summing up Cesario, Sir Andrew comments, "That youth's a rare courtier."
Olivia and Maria enter, and Olivia quickly dismisses Maria, Uncle Toby, and Sir Andrew so that she can be alone with Cesario. Immediately, she asks for Cesario's hand and then for his name. When he answers her that he is her servant, she protests: he is Orsino's servant. But, Cesario reminds Olivia, because he is Orsino's servant, and because his master is her servant (because of his love for her), therefore, he himself is her servant. Olivia is distracted by such logic and such talk of Orsino. All of her thoughts are on Cesario, and she would like him to think only of her; as for Orsino, she would prefer that his mind would be absolutely blank rather than filled with thoughts of her. She never wants to hear about Orsino again — or his "suit" (his wooing). She would much prefer that Cesario would present his own "suit" to her — that is, to woo her on his own behalf.
She confesses that the ruse of the forgotten ring and her sending Malvolio after Cesario was only an excuse; she simply wanted any excuse to have Cesario return to her. She desperately wants to hear words of love from him; she begs him to speak. But all Cesario can reply is that he pities her. Olivia accepts Cesario's rejection with a certain dignity, but she certainly accepts it with undisguised disappointment. How much better for her, she says, if her heart had cast her before "a lion" (a nobleman) rather than before "a wolf" (a servant). She then tells Cesario not to be afraid; she will not press him any further for love that he cannot give. Yet she cannot but envy the lucky woman who finally will "harvest" this youth.
Cesario makes ready to go, then he pauses; he asks Olivia one last time if she has any words for Orsino. She begs Cesario to linger: "Stay," she entreats him, and "prithee, tell me what thou think'st of me." Cesario and Olivia both confess ambiguously that they are not what they seem, and then Olivia can stand no more. She ends Cesario's adroit evasions of her questions with a passionate declaration of love:
I love thee, so, that maugre [despite] all thy pride,
Nor wit nor reason can my passion hide. (148-49)
Despite this beautiful and spontaneous declaration of love, Cesario of course cannot encourage Olivia, even as a gesture of friendship. He must, in order to maintain his disguise, reject her declarations of love. He tells her, therefore, in the plainest way he can, that he has but "one heart" and that he has given it to "no woman" — nor shall any woman be the "mistress" of that heart, "save I alone." Thus he must bid Olivia adieu; nevermore will he come to speak of his master's love for her. In desperation, Olivia pleads with Cesario: "Come again"; perhaps his heart may yet change and perhaps he may yet come to love her.
This scene continues from Act II, Scene 4, when Duke Orsino was preparing to send Cesario on another mission to Olivia. We should still be aware that the scenes have been alternating between the romantic plots and the subplots concerning the gulling of Malvolio. Thus, after the hilarious scene at the end of Act II, Act III opens in Olivia's garden, but the scene is light and jovial because Cesario has just encountered Olivia's clown, Feste. Together, they delight the audience by turning one another's sentences inside out, demonstrating that each has a finely honed wit.
With the entrance of Sir Toby and Sir Andrew, the punning is continued but, more important, Sir Andrew is able to take note of the manner in which Cesario (Viola) addresses Olivia, which will later give rise to the pretended duel between the two.
After Olivia dismisses everyone in order to be alone with the young messenger, she immediately and desperately wants to hear words of love from Cesario, but all that he can say is that he pities her. Olivia then shows herself to be very much like Duke Orsino — that is, she is as changeable as the duke is. At first, she tells Cesario, "I will not have you." Then as Cesario is about to leave, Olivia cannot quite dismiss him before she finds out what he thinks of her: "Stay, I prithee, tell me what thou think'st of me." There follows, then, a series of speeches which serve to remind the audience of the importance and the complications issuing from the fact that everyone is in some sort of disguise:
Viola: That you do think you are not what you are. [That is, that you think that you are in love with a man and you are mistaken.]
Olivia: If I think so, I think the same of you. [If I think lower of myself, I think the same of you; i.e., that you are a nobleman in disguise.]
Viola: Then think you right: I am not what I am. [She is a girl, not a boy.]
Olivia: I would you were as I would have you be. [That is, she wishes that Cesario were a man in love with her.]
After further exchanges, Olivia makes a passionate declaration of love for Cesario:
Cesario, by the roses of the spring,
By maidhood, honour, truth and everything . . .
I love thee so . . .
Nor wit nor reason can my passion hide. (146-49)
Despite this beautiful and spontaneous (and completely unsought) declaration of love, Cesario cannot surrender or explain to Olivia without revealing the disguise; but in refusing her, "he" is guilty in her eyes of wanton cruelty. Lady Olivia is now reduced to the same state as Orsino in this scene. She is pleading for love and is rejected.