Twelfth Night Study Guide
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Act II, Scene 3
Olivia's house

Scene Summary

Late at night, Sir Toby and Sir Andrew carouse with Feste the clown, who sings the famous song "O Mistress Mine." Their noisy revelry brings the scolding steward Malvolio, who threatens them with expulsion from Olivia's house. Sir Toby delivers the play's iconic retort: "Dost thou think, because thou art virtuous, there shall be no more cakes and ale?" After Malvolio leaves, Maria proposes her revenge scheme: she will forge a love letter in Olivia's handwriting to make Malvolio believe his mistress is in love with him.

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✨ Character Voice Translations PREMIUM
Original Text
[Enter SIR TOBY BELCH and SIR ANDREW] SIR TOBY BELCH. Approach, Sir Andrew: not to be abed after midnight is to be up betimes; and 'diluculo surgere,' thou know'st,-- SIR ANDREW. Nay, by my troth, I know not: but I know, to be up late is to be up late. SIR TOBY BELCH. A false conclusion: I hate it as an unfilled can. To be up after midnight and to go to bed then, is early: so that to go to bed after midnight is to go to bed betimes. Does not our life consist of the four elements? SIR ANDREW. Faith, so they say; but I think it rather consists of eating and drinking. SIR TOBY BELCH. Thou'rt a scholar; let us therefore eat and drink. Maria, I say! a stoup of wine! [Enter FESTE] SIR ANDREW. Here comes the fool, i' faith. FESTE. How now, my hearts! did you never see the picture of 'we three'? SIR TOBY BELCH. Welcome, ass. Now let's have a catch. SIR ANDREW. By my troth, the fool has an excellent breast. I had rather than forty shillings I had such a leg, and so sweet a breath to sing, as the fool has. FESTE. Would you have a love-song, or a song of good life? SIR TOBY BELCH. A love-song, a love-song. SIR ANDREW. Ay, ay: I care not for good life. FESTE. [Sings] O mistress mine, where are you roaming? O, stay and hear; your true love's coming, That can sing both high and low: Trip no further, pretty sweeting; Journeys end in lovers meeting, Every wise man's son doth know. What is love? 'tis not hereafter; Present mirth hath present laughter; What's to come is still unsure: In delay there lies no plenty; Then come kiss me, sweet and twenty, Youth's a stuff will not endure. SIR ANDREW. A mellifluous voice, as I am true knight. SIR TOBY BELCH. A contagious breath. SIR ANDREW. Very sweet and contagious, i' faith. SIR TOBY BELCH. But shall we make the welkin dance indeed? shall we rouse the night-owl in a catch that will draw three souls out of one weaver? SIR ANDREW. An you love me, let's do't: I am dog at a catch. FESTE. By'r lady, sir, and some dogs will catch well. SIR ANDREW. Most certain. Let our catch be, 'Thou knave.' FESTE. 'Hold thy peace, thou knave,' knight? I shall be constrained in't to call thee knave, knight. [Catch sung] [Enter MARIA] MARIA. What a caterwauling do you keep here! If my lady have not called up her steward Malvolio and bid him turn you out of doors, never trust me. SIR TOBY BELCH. My lady's a Cataian, we are politicians, Malvolio's a Peg-a-Ramsey, and 'Three merry men be we.' Am not I consanguineous? am I not of her blood? Tillyvally. Lady! [Sings] 'There dwelt a man in Babylon, lady, lady!' MARIA. For the love o' God, peace! [Enter MALVOLIO] MALVOLIO. My masters, are you mad? or what are you? Have ye no wit, manners, nor honesty, but to gabble like tinkers at this time of night? Do ye make an alehouse of my lady's house, that ye squeak out your coziers' catches without any mitigation or remorse of voice? Is there no respect of place, persons, nor time in you? SIR TOBY BELCH. We did keep time, sir, in our catches. Sneck up! MALVOLIO. Sir Toby, I must be round with you. My lady bade me tell you, that, though she harbours you as her kinsman, she's nothing allied to your disorders. If you can separate yourself and your misdemeanours, you are welcome to the house; if not, an it would please you to take leave of her, she is very willing to bid you farewell. SIR TOBY BELCH. 'Farewell, dear heart, since I must needs be gone.' MARIA. Nay, good Sir Toby. FESTE. 'His eyes do show his days are almost done.' MALVOLIO. Is't even so? SIR TOBY BELCH. 'But I will never die.' FESTE. Sir Toby, there you lie. MALVOLIO. This is much credit to you. SIR TOBY BELCH. Out o' tune, sir: ye lie. Art any more than a steward? Dost thou think, because thou art virtuous, there shall be no more cakes and ale? FESTE. Yes, by Saint Anne, and ginger shall be hot i' the mouth too. SIR TOBY BELCH. Thou'rt i' the right. Go, sir, rub your chain with crumbs. A stoup of wine, Maria! MALVOLIO. Mistress Mary, if you prized my lady's favour at any thing more than contempt, you would not give means for this uncivil rule: she shall know of it, by this hand. [Exit] MARIA. Go shake your ears. SIR ANDREW. 'Twere as good a deed as to drink when a man's a-hungry, to challenge him the field, and then to break promise with him and make a fool of him. SIR TOBY BELCH. Do't, knight: I'll write thee a challenge: or I'll deliver thy indignation to him by word of mouth. MARIA. Sweet Sir Toby, be patient for tonight: since the youth of the count's was today with thy lady, she is much out of quiet. For Monsieur Malvolio, let me alone with him: if I do not gull him into a nayword, and make him a common recreation, do not think I have wit enough to lie straight in my bed: I know I can do it. SIR TOBY BELCH. Possess us, possess us; tell us something of him. MARIA. Marry, sir, sometimes he is a kind of puritan. SIR ANDREW. O, if I thought that I'd beat him like a dog! SIR TOBY BELCH. What, for being a puritan? thy exquisite reason, dear knight? SIR ANDREW. I have no exquisite reason for't, but I have reason good enough. MARIA. The devil a puritan that he is, or any thing constantly, but a time-pleaser; an affectioned ass, that cons state without book and utters it by great swarths: the best persuaded of himself, so crammed, as he thinks, with excellencies, that it is his grounds of faith that all that look on him love him; and on that vice in him will my revenge find a notable cause to work. SIR TOBY BELCH. What wilt thou do? MARIA. I will drop in his way some obscure epistles of love; wherein, by the colour of his beard, the shape of his leg, the manner of his gait, the expressure of his eye, forehead, and complexion, he shall find himself most feelingly personated. I can write very like my lady your niece: on a forgotten matter we can hardly make distinction of our hands. SIR TOBY BELCH. Excellent! I smell a device. SIR ANDREW. I have't in my nose too. SIR TOBY BELCH. He shall think, by the letters that thou wilt drop, that they come from my niece, and that she's in love with him. MARIA. My purpose is, indeed, a horse of that colour. SIR ANDREW. And your horse now would make him an ass. MARIA. Sport royal, I warrant you: I know my physic will work with him. I will plant you two, and let the fool make a third, where he shall find the letter: observe his construction of it. For this night, to bed, and dream on the event. Farewell. [Exit] SIR TOBY BELCH. Good night, Penthesilea. SIR ANDREW. Before me, she's a good wench. SIR TOBY BELCH. She's a beagle, true-bred, and one that adores me: what o' that? SIR ANDREW. I was adored once too. SIR TOBY BELCH. Let's to bed, knight. Thou hadst need send for more money. SIR ANDREW. If I cannot recover your niece, I am a foul way out. SIR TOBY BELCH. Send for money, knight: if thou hast her not i' the end, call me cut. SIR ANDREW. If I do not, never trust me, take it how you will. SIR TOBY BELCH. Come, come, I'll go burn some sack; 'tis too late to go to bed now: come, knight; come, knight. [Exeunt]
Modern English

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This is the play's pivotal comic scene, establishing the central conflict between revelry and order that gives Twelfth Night its thematic backbone. The clash between Malvolio and Sir Toby is not merely personal — it represents a fundamental tension between Puritan restraint and carnival license, between rule-following sobriety and festive excess. The play's title itself points to the Feast of Epiphany, when social hierarchies were inverted and misrule reigned. Feste's song "O Mistress Mine" is one of Shakespeare's most celebrated lyrics, and it functions as more than entertainment. Its philosophy — "Present mirth hath present laughter; / What's to come is still unsure" — articulates the carpe diem spirit that animates the play's comic world. The song argues for seizing pleasure now because "Youth's a stuff will not endure." This is both a joyful philosophy and a melancholy one, acknowledging the transience that shadows every celebration. Sir Toby's famous line — "Dost thou think, because thou art virtuous, there shall be no more cakes and ale?" — is one of the great comic rebuttals in literature. It challenges Malvolio's attempt to impose his moral framework on others and defends the right to pleasure. Yet Shakespeare complicates things: Toby is a parasite living...

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"O mistress mine, where are you roaming? / O, stay and hear; your true love's coming." — Feste [singing] (II.3.39-40)

"Present mirth hath present laughter; / What's to come is still unsure." — Feste [singing] (II.3.48-49)

"Dost thou think, because thou art virtuous, there shall be no more cakes and ale?" — Sir Toby (II.3.114-115)

"I was adored once too." — Sir Andrew (II.3.181)

Themes
Revelry and Misrule Order vs. Disorder Revenge Class
Literary Devices
Comic Relief Foreshadowing Irony Song
Characters
Sir Toby Belch Sir Andrew Aguecheek Feste (Clown) Maria Malvolio
Motifs
Music Drinking Night The Letter
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