Sir Toby enters Olivia's palace late night after excessively drinking. Maria scolds him for doing so and the topic of conversation moves on to Sir Andrew Aguecheek, who has just arrived in Illyria to see Olivia and attempt to woo her. When Maria gets to know this, she disagrees with the idea and explains how being tall and rich doesn't define a person altogether. While Sir Toby and Maria argue, Sir Andrew enters the scene.
Sir Andrew and Sir Toby greet each other in an affectionate manner and make loud brash comments and vulgar puns which Maria notices. She then departs.
The next day, Sir Andrew decides to leave as Olivia is not interested in meeting him, but Sir Toby convicnes him to stay for a month.