Here is a more detailed look at what happens in each scene of Twelfth Night, to help you look at the structure of the play and interrogate it.

As you look at each act we’ve included some things to notice. These are important character developments, or key questions that an acting company might ask when they first go through the play together at the start of rehearsal. If you work through these as you go, they will help you to make sense of the play. It’s a good idea to have a copy of the text nearby.

  • Act 1

    Act 1 Scene 1

    Orsino, Duke of Illyria, is listening to music with Curio, other friends and servants. He feels the music matches his mood as he thinks about his love for the Countess Olivia: ‘If music be the food of love, play on’. Orsino then calls for the music to stop saying, ‘Enough, no more, / ’Tis not so sweet now as it was before.’ Valentine arrives with a message from Olivia that she does not wish to see him and is still mourning her brother’s recent death. Orsino is not put off, believing that if she feels such a ‘debt of love but to a brother’, she will love him even more.


    • Orsino is in love with Olivia, a Countess who lives nearby.
    • Olivia is not interested in Orsino’s attention, sending a message that she will spend the next seven years in mourning for her brother.

    Act 1 Scene 2

    A young gentlewoman, Viola, has been washed ashore in Illyria after a shipwreck. With her are the ship’s captain and other sailors, but not her brother Sebastian, who she fears may have drowned. She questions the Captain, asking ‘What country, friends, is this?’ The Captain tells her it is Illyria and is governed by Orsino, ‘A noble duke, in nature as in name.’ The Captain also tells her of Orsino’s love for Olivia but that Olivia has ‘abjured the company and sight of men’ because she is mourning her father who died ‘some twelvemonth since’ and her brother ‘Who shortly also died’. Viola decides to ‘serve the duke’, and asks the Captain to ‘conceal me what I am’ and help disguise her as a boy.


    • The Captain grew up in Illyria and knows it well. He tells Viola about Orsino’s love for Olivia and her recent bereavements with the deaths of both her father and brother.
    • Viola has lost her brother in the shipwreck.
    • The Captain promises to help Viola dress as a boy and seek employment with Orsino.

    Act 1 Scene 3

    Sir Toby Belch complains about his niece, Olivia, being in mourning, saying ‘I am sure care’s an enemy to life’. Maria, Olivia’s maid, tells him ‘my lady takes great exceptions to your ill hours’ and is annoyed by Sir Toby’s drinking and partying with ‘a foolish knight’ Sir Andrew Aguecheek. Sir Toby insists that Sir Andrew is a wealthy gentleman, accomplished in music and languages, but when Sir Andrew arrives it becomes clear he is a fool. Maria easily makes fun of him and he himself says ‘I would I had bestowed that time in the tongues that I have in fencing, dancing and bear-baiting’. Sir Andrew wants to marry Olivia but has decided to leave because she has shown no interest in him. Sir Toby convinces him to try again and they leave together to ‘set about some revels'.


    • Sir Toby Belch is a relative of Olivia’s who drinks too much and has a foolish friend called Sir Andrew Aguecheek.
    • Olivia’s maid, Maria, is witty and protective of her mistress.
    • Sir Andrew Aguecheek hopes to marry Olivia.

    Act 1 Scene 4

    Viola is now working for Orsino, disguised as a young man called Cesario. Valentine comments that Orsino has ‘known you but three days and already you are no stranger’. Orsino arrives and tells 'Cesario' to go and talk to Olivia for him. He tells 'Cesario' not to take no for an answer: ‘Be not denied access, stand at her doors, / And tell them there thy fixed foot shall grow / Till thou have audience’. 'Cesario' reluctantly agrees, but Viola shares with the audience her own love for Orsino, ‘Yet, a barful strife! / Who’er I woo, myself would be his wife’.


    • Viola has disguised herself as a young man called Cesario and has been serving in Orsino’s household for three days.
    • Orsino has told 'Cesario' all about his love for Olivia and believes Olivia will listen to his messenger.
    • Viola, while dressed as 'Cesario', has secretly fallen in love with Orsino.

    Act 1 Scene 5

    Maria is talking to Feste, a jester who has just returned to Olivia’s house. She warns him ‘my lady will hang thee for thy absence’. Olivia enters with her steward Malvolio, and on seeing Feste, immediately commands ‘Take the fool away’. Feste gently teases that she is the fool ‘to mourn for your brother’s soul, being in heaven’ and she forgives him. Malvolio, however, insults Feste and calls him ‘a barren rascal’. Maria announces to Olivia, ‘there is at the gate a young gentleman much desires to speak with you’. Olivia is concerned the gentleman is being held there by Sir Toby because ‘he speaks nothing but madman’. She sends Malvolio to dismiss any ‘suit from the Count’. Sir Toby stumbles in drunk and Olivia asks Feste to ‘Go, look after him’. Malvolio returns with news that ‘yond young fellow swears he will speak with you’ and refuses to go away. Olivia is intrigued and, hearing he is ‘between boy and man’ and ‘very well-favoured’, agrees to meet him, but puts on a veil first. 'Cesario' arrives and begins 'his' speech but pauses to ensure 'he' is addressing ‘the lady of the house’. As their conversation proceeds, Olivia becomes more intrigued by 'Cesario' and agrees to speak to 'him' alone. 'Cesario' asks to see Olivia's face without the veil and she agrees saying ‘we will draw the curtain and show you the picture’. 'Cesario' accuses her of being ‘the cruellest she alive’ if she intends to ‘leave the world no copy’ of her beauty by not marrying and having children. Olivia jokes that she will leave a copy of her beauty in the form of a list and insists that, despite all Orsino’s good qualities, ‘I cannot love him’. 'Cesario' says that if 'he' loved Olivia as Orsino does, 'he' would ‘Make me a willow cabin at your gate’ and sing constantly of 'his' love. Olivia is impressed. She sends 'Cesario' away but then confesses to the audience that she has fallen in love with the messenger saying ‘Methinks I feel this youth’s perfections / With an invisible and subtle stealth / To creep in at mine eyes.’ She calls Malvolio to ‘Run after that same peevish messenger’ to return a ring to 'him', even though 'Cesario' left no ring with Olivia.


    • Olivia seems pleased that Feste has returned but Malvolio is not.
    • Olivia does not think very highly of Sir Toby.
    • Olivia lists all Orsino’s good qualities but insists she does not want to marry him because she does not love him. Instead she falls in love with ‘Cesario’.


    • In this act, we discover some facts about the ‘backstories’ of the main characters and what has happened to them before the action of the play begins. Make notes on what we discover about the backstories of Viola, Olivia and Orsino. Write a line which summarises each character’s relationship with each of the others in this act.

    • Love and music are two key themes in this play and Shakespeare introduces both in Orsino’s famous first line ‘If music be the food of love, play on’. When else are music or love mentioned in this act?

    • Act 1 is important because it introduces us to the characters and the two wealthy households of Duke Orsino and Countess Olivia. How would you describe each of these two households? What differences can you infer about the two households and which lines best suggest these differences?

  • Act 2

    Act 2 Scene 1

    Sebastian is unhappy, believing that his sister drowned when their ship was wrecked. He tells his new friend Antonio that his sister was ‘of many accounted beautiful’ and ‘bore a mind that envy could not but call fair’. Antonio rescued Sebastian after the shipwreck and offers to be his servant. Sebastian turns him down and leaves, saying he is heading for Orsino’s court. Antonio decides to follow him anyway, even though he has ‘many enemies’ there.


    • Antonio rescued Sebastian when he was washed ashore after the shipwreck.
    • Sebastian and Viola are twins. Their father, Sebastian of Messaline, is dead.

    Act 2 Scene 2

    As 'Cesario' heads back to Orsino’s house, Malvolio catches up with 'him' and holds out the ring Olivia gave him to return to 'Cesario'. 'Cesario' insists ‘She took the ring of me, I’ll none of it’, but after Malvolio leaves, Viola tells the audience ‘I left no ring with her. What means this lady?’ Viola realises that Olivia must have fallen in love with ‘Cesario’.


    • Viola realises she is caught in a love triangle: she loves Orsino, he loves Olivia, and Olivia loves her (as ‘Cesario’).

    Act 2 Scene 3

    It is after midnight and Sir Toby and Sir Andrew are drinking. Feste joins them and they ask him to sing: ‘there is sixpence for you. Let’s have a song’. After Feste sings a sad love song, they all sing a raucous catch until Maria interrupts, telling them to quieten down. Malvolio then appears asking ‘Do ye make an ale-house of my lady’s house?’ The men continue to sing in defiance of Malvolio. After he leaves, Maria hatches a plan to make a fool of him by writing letters that will make him think Olivia is in love with him. Sir Toby and Sir Andrew are delighted.


    • Malvolio is disliked by Sir Toby, Sir Andrew, Feste, and Maria.
    • Maria can imitate Olivia’s handwriting and plans to use this skill to fool Malvolio.
    • Sir Toby encourages Sir Andrew to spend his money out of hope that he will recoup his losses by marrying Olivia.

    Act 2 Scene 4

    Orsino calls for ‘That old and antic song we heard last night’ to be played. He sends Curio to fetch Feste to sing the song and, meanwhile, talks to 'Cesario' about love. 'Cesario' admits that 'his' eye ‘Hath stayed upon some favour that it loves’. As Orsino questions 'him' about who 'he' loves, it is clear to the audience, but not to Orsino, that 'Cesario' is describing him. After listening to Feste’s song about unrequited love, Orsino tells 'Cesario' to go to Olivia again. 'Cesario' suggests he should accept Olivia’s answer that ‘she cannot love you’, as he would expect a woman ‘as perhaps there is’ who loved him to accept his rejection. Orsino protests that no woman could love with ‘so strong a passion’ as he can but 'Cesario' disagrees, saying ‘My father had a daughter loved a man’ who never told of her great love and instead ‘sat like patience on a monument, / Smiling at grief’. Orsino is moved and thinks 'Cesario' is talking of a sister.


    • Feste moves between the two households, entertaining both Olivia and Orsino.
    • Orsino seems to enjoy talking about love with his new servant 'Cesario'.
    • By pretending to talk of someone else, Viola reveals to the audience how much she loves Orsino.

    Act 2 Scene 5

    Maria tells Sir Toby, Sir Andrew and Fabian to hide so that they can watch Malvolio who is heading that way. She leaves the letter she has forged lying where Malvolio will see it, ‘Lie thou there, for here comes the trout must be caught with tickling’. Malvolio arrives, talking aloud of his dreams of marrying Olivia and of how he could then tell Sir Toby ‘You must amend your drunkenness’. He reads the letter and does not doubt that Olivia wrote it and that she wants him to be ‘surly with servants’, wear ‘yellow stockings’, be ‘cross gartered’, and ‘smile’. Malvolio declares ‘I will do everything that thou wilt have me’. Sir Toby is so impressed with Maria’s prank that he says ‘I could marry this wench for this device’.


    • Even before reading the letter, Malvolio believes that Olivia sees him as more than just her steward.
    • After reading the letter, Malvolio is convinced that Olivia loves him.
    • Maria’s letter instructs Malvolio to wear ‘a colour she abhors’ and ‘a fashion she detests’.


    • In each scene, notice how much the audience knows that the characters do not. How do you think this knowledge affects how the audience enjoy watching the events of the play unfold?

    • Act 2 Scene 4, often known as ‘the gulling of Malvolio’ is a famous scene in Shakespeare. It uses a theatrical convention known as dramatic irony where the audience know what is happening but one or more characters on stage, in this case Malvolio, do not. Why do you think Shakespeare gives lines to the characters spying on Malvolio?

    • In Act 2, we see the development of a main plot and a subplot. In the main plot of the love triangle, we meet Sebastian and begin to wonder how he might be reunited with Viola. In the subplot with Sir Toby and Sir Andrew, we see the planning and execution of Maria’s trick against Malvolio. Notice how scenes about the main plot and subplot alternate with each other in this act. Why do you think Shakespeare has structured the act in this way?

  • Act 3

    Act 3 Scene 1

    On the way to see Olivia, 'Cesario' meets Feste. 'He' trades witty remarks with him and after he leaves, comments on how skillful Feste’s work as a fool is, ‘to do that well, craves a kind of wit’. Next, 'Cesario' meets Sir Toby and Sir Andrew. Sir Toby passes on his message that ‘My niece is desirous you should enter’ but before 'Cesario' reaches the house, Olivia and Maria arrive. Olivia instructs that she be left alone with 'Cesario', ‘Let the garden door be shut and leave me to my hearing’. Olivia quickly asks 'Cesario' what 'he' thinks of her after she sent the ring ‘in a shameful cunning’. 'Cesario' replies ‘I pity you’. Olivia tries to argue against what she sees as pride and 'Cesario' tries to explain, without confessing her true identity, why 'he' cannot love Olivia: ‘I have one heart, one bosom, and one truth, / And that no woman has, nor never none / Shall mistress be of it, save I alone’.


    • Viola appreciates Feste’s skill as a fool.
    • Olivia, like Orsino, finds it hard to take no for an answer.
    • Sir Andrew is impressed by 'Cesario'.

    Act 3 Scene 2

    Sir Andrew tells Sir Toby ‘I saw your niece do more favours to the Count’s serving man than ever she bestowed upon me’ and decides again to leave since Olivia is clearly not interested in him. Fabian suggests Olivia’s behaviour was ‘only to exasperate you’ into a show of love and Sir Toby and Fabian persuade Sir Andrew to challenge Cesario to a duel because ‘there is no love-broker in the world can more prevail in man’s commendation with woman than report of valour’. After Sir Andrew has gone to write the letter, Maria arrives with news that ‘Yond gull Malvolio…does obey every point of the letter that I dropped to betray him’.


    • Sir Andrew is convinced to write a letter challenging Cesario to a duel.
    • Sir Toby has conned money from Sir Andrew.
    • Malvolio is following all the instructions set down in Maria’s forged letter. He is wearing cross-gartered yellow stockings and is smiling.

    Act 3 Scene 3

    Antonio has caught up with Sebastian. Sebastian suggests they head out to ‘see the relics of this town’ but Antonio confesses ‘I do not without danger walk these streets’ because he may be recognised for past deeds of piracy against Orsino’s ships. Antonio offers Sebastian his ‘purse’ of money and tells Sebastian to meet back at ‘the Elephant’ as the best place ‘to lodge’. Sebastian accepts, ‘I’ll be your pure-bearer and leave you for / An hour’.


    • Sebastian seems pleased to see Antonio.
    • Antonio once fought against Orsino’s ships and will be in trouble if he is recognised.
    • Sebastian is now walking around in the same town as Viola.

    Act 3 Scene 4

    Olivia is planning for 'Cesario’ to visit again. She calls for Malvolio because ‘He is sad and civil’ but Maria warns her that Malvolio comes ‘in very strange manner’. Malvolio appears smiling and wearing cross-gartered yellow stockings. Olivia thinks he is unwell and says ‘Wilt thou go to bed, Malvolio?’ but Malvolio thinks she wants him to join her in bed.

    When a servant brings news that 'Cesario' has arrived, Olivia tells Maria to fetch Sir Toby and others to take care of Malvolio. Malvolio believes everything is working out and that ‘nothing that can be can come between me and the full prospect of my hopes’.

    Sir Toby and Fabian arrive and proceed to treat Malvolio as if he is possessed by devils. Malvolio thinks they are unworthy of his attention, and leaves calling them ‘idle, shallow things’. As Sir Toby, Maria and Fabian laugh and plan to lock Malvolio ‘in a dark room and bound’, Sir Andrew arrives with his challenge to 'Cesario'. Sir Toby reads it aloud and it is clear that the letter ‘being so excellently ignorant will breed no terror in the youth’. Sir Toby tells Fabian that instead he ‘will deliver his challenge by word of mouth’ and scare ‘the young gentleman’ with stories of Sir Andrew’s ‘rage, skill, fury, and impetuosity’. At that moment Olivia enters with 'Cesario' still trying to persuade ‘him’ to love her.

    As soon as Olivia leaves, Sir Toby and Fabian tell 'Cesario' that Sir Andrew, ‘a devil in private brawl’ who has killed three men, is waiting to fight him. Fabian offers to go with 'Cesario' and help make peace. 'Cesario' is grateful saying ‘I am one that had rather go with sir priest than sir knight’.

    Meanwhile, Sir Toby tells Sir Andrew of 'Cesario’s' fighting skills. Sir Andrew now wants to ‘let the matter slip’ and tells Sir Toby to offer his horse to 'Cesario' not to fight. Sir Toby instead tells 'Cesario' that Sir Andrew insists on fighting ‘for oath’s sake’ but ‘protests he will not hurt you’. Sir Toby then returns to Sir Andrew and tells him 'Cesario' insists on fighting ‘but he has promised me, as he is a gentleman and a soldier, he will not hurt you.’

    Sir Andrew and 'Cesario' both reluctantly face each other to fight, but Antonio enters and stops them. He defends 'Cesario', who he thinks is Sebastian. Just then, officers of the law arrive and arrest Antonio ‘at the suit of Count Orsino’. Antonio asks the gentleman he thinks is Sebastian for the purse of money he gave him earlier. Confused, 'Cesario' offers half 'his' money ‘for the fair kindness’ Antonio has shown in defending 'him'. Antonio is shocked, believing Sebastian is pretending not to know him, ‘Thou hast, Sebastian, done good feature shame’. As Antonio is taken away, Viola is left wondering if her brother is alive.


    • Olivia is still hoping 'Cesario' will change 'his' mind about loving her.
    • Olivia believes Malvolio is unwell and wants him looked after.
    • In disguising herself as ‘Cesario’, Viola has imitated her brother and dressed as Sebastian would dress which has confused Antonio.


    • Notice how the main plot and the subplot become more interwoven as 'Cesario' is drawn into the world of Sir Toby when he tricks Sir Andrew into challenging 'Cesario'. What other cross-overs are there between Sir Toby’s world and Olivia’s?

    • Notice the exchange between Antonio and 'Cesario' at the end of Scene 4. What do we learn about Viola and Sebastian from this exchange? Why do you think Viola doesn’t say anything about her brother at this moment? Except for the short exchange between Olivia and 'Cesario', the whole of Scene 4 is in prose until Antonio arrives. Why do you think the scene changes to verse at this point?

    • In Act 3, all the various deceptions in the play add up to a very confused situation. Viola’s deception in disguising herself as a boy has resulted in Olivia falling in love with 'Ceasrio', and in having to keep her own love for Orsino a secret. Alongside Sir Toby’s deception in making Sir Andrew think Olivia wants to marry him, Viola’s disguise has also led to conflict with Sir Andrew and the arrest of Antonio. Which lines suggest how all this confusion might be resolved?

  • Act 4

    Act 4 Scene 1

    Feste has been sent to find Cesario and has instead found Sebastian. Sebastian thinks Feste is behaving oddly by pretending to know him and offers him money to go away, warning ‘if you tarry longer / I shall give you worse payment’. Sir Andrew arrives, backed by Sir Toby and Fabian, and strikes Sebastian, thinking he is Cesario. Sebastian strikes back asking ‘Are all the people mad?’ Sir Toby and Sebastian are about to fight with swords when Olivia arrives, commanding Sir Toby ‘on thy life I charge thee, hold!’ She sends Sir Toby and his friends away and apologises to Sebastian. She invites Sebastian to her house, thinking he is Cesario. Sebastian thinks he is dreaming but says ‘If it be thus to dream, still let me sleep’ and gladly goes with Olivia.


    • Sebastian is mistaken for Cesario by everyone he meets.
    • Olivia has very little respect for Sir Toby.
    • Sebastian enjoys Olivia’s attention.

    Act 4 Scene 2

    Maria gets Feste to disguise his appearance and voice and become ‘Sir Topas the curate’, then she and Sir Toby send him to speak to Malvolio who they have locked up in a dark room. Feste/Sir Topas tries to confuse Malvolio but Malvolio insists ‘there was never man thus abused’. When Feste speaks to Malvolio again in his own voice, Malvolio pleads for ‘a candle, and pen, ink, and paper’ to write a message to Olivia which Feste promises to bring.


    • Malvolio has been locked away in a dark room.
    • Feste becomes involved in the prank, disguising himself as Sir Topas.
    • Sir Toby realises that Olivia thinks he has gone too far with his pranks.

    Act 4 Scene 3

    Sebastian is amazed at Olivia’s behaviour towards him and his ‘flood of fortune’. He wonders where Antonio is because ‘His counsel now might do me golden service’. When Olivia returns to him bringing a priest, Sebastian agrees to go to the church and promise to marry her, adding ‘And having sworn truth, ever will be true’.


    • Sebastian went to the Elephant and found a note from Antonio to say he had gone out to find Sebastian.
    • Olivia wants Sebastian, who she believes is Cesario, to secretly swear he will marry her before a priest.


    • Notice that Viola does not appear in this act. Instead Sebastian meets Olivia, Sir Toby, Sir Andrew and Feste, who all speak to him as if he is 'Cesario'. How do Sebastian’s responses suggest a resolution to the confusion Viola’s disguise as 'Cesario' has created?

    • Notice the information we are given about how Malvolio has been treated in Scene 2, and how Feste talks to him. Which lines in the text suggest this prank has gone too far?

    • In Act 4, after all the confusion of Act 3, we see Sebastian fall in love with Olivia and Malvolio refuse to accept how he has been treated. Based on what happens in this act, what might an audience expect to happen next for Viola and for Sir Toby?

  • Act 5

    Act 5 Scene 1

    Orsino, 'Cesario' and another of Orsino’s attendants meet Feste and Fabian on their way to visit Olivia. Feste jokes with Orsino who rewards him with money, promising more if Feste fetches Olivia. While Feste is gone, officers bring in Antonio. Orsino recognises Antonio as a ‘Notable pirate’ and ‘salt-water thief’. Antonio denies this and, referring to 'Cesario', tells how he saved the life of ‘That most ingrateful boy there by your side’ who then ‘denied me mine own purse’.
    Olivia enters and speaks to 'Cesario', ignoring Orsino. Out of jealousy that 'Cesario' has taken his ‘true place’ in Olivia’s ‘favour’, Orsino threatens to harm Cesario, ‘I’ll sacrifice the lamb that I do love’. 'Cesario' willingly follows ‘After him I love / More than I love these eyes, more than my life’. Olivia calls him ‘husband’ and calls for the priest who confirms that ‘A contract of eternal bond of love’ took place between them only two hours before.
    Sir Andrew, followed by Sir Toby, interrupts the confusion, complaining of injuries from ‘The Count’s gentleman, one Cesario’. Sebastian then enters, apologising to Olivia for hurting her ‘kinsman’. Everyone is amazed to see Sebastian and 'Cesario' together. Antonio comments ‘An apple cleft in two is not more twin / Than these two creatures’. Sebastian and Viola are delighted when they realise the other is not drowned and Viola admits she is not 'Cesario'. Orsino claims ‘share in this most happy wreck’ and asks Viola to marry him.
    Feste enters, followed by Fabian, with the letter written by Malvolio. Fabian reads the letter aloud which ‘savours not much of distraction’ and Olivia instructs Fabian to ‘bring him hither’. Malvolio arrives complaining of the ‘Notorious wrong’ done to him. He shows Olivia the letter forged by Maria and Olivia realises what has happened. Fabian admits the role he and Sir Toby also played and pleads the story ‘May rather pluck on laughter than revenge’ since there is blame on all sides. He also reveals that Sir Toby has married Maria. Malvolio walks out declaring ‘I’ll be revenged on the whole pack of you’. Orsino sends Fabian to ‘entreat him to a peace’ and then looks forward to the joint wedding day.


    • Three months have passed since the shipwreck.
    • Sir Andrew and Sir Toby have again provoked Sebastian to fight, mistaking him for 'Cesario'.
    • The confusions caused by Viola’s disguise are resolved when Sebastian and 'Ceasrio' are seen together.
    • The captain has Viola’s clothes but has been arrested under Malvolio’s orders so the play ends with Viola still dressed as a young man.


    • Notice each character’s response to the moment when Sebastian and Viola finally come face to face. How do you think each character might be feeling at this moment?

    • Notice that when Sebastian says his sister is called Viola, it is the first time we have heard her real name. What might be the effect of this on an audience?

    • Notice what Olivia, Orsino, Fabian and Feste say to and about Malvolio when he appears. How much sympathy do you think each of them has for Malvolio? How do you think their responses might affect how the audience feel about Malvolio?

    • Act 5 is important because it resolves the confusions set up through the disguises and deceptions of the play. Cesario is revealed to be Viola disguised as a young man, who has a twin brother Sebastian. As always with Shakespeare’s comedies the audience are left to wonder what might happen next for the love matches: Viola and Orsino; Olivia and Sebastian; Sir Toby and Maria. How happily ever after do you think each pair will be? How much sympathy do you have for those characters who are left out: Malvolio, Sir Andrew, Antonio?