Andrew tells Toby and Fabian that he is leaving. He knows that Olivia will never love him--he has seen her with Cesario, and knows she is in love with him. Toby and Fabian protests that Olivia was only nice to Cesario to make Andrew jealous. Toby suggests that Andrew fight Cesario to show how much he loves Olivia.
Andrew follows their advice, and runs off to write a challenge to Cesario. Toby and Fabian laugh about how much money Andrew has spent on Toby. Toby laughingly says that Andrew is such a coward that it will be amusing to see how this duel goes. Maria comes in laughing about how ridiculous Malvolio is acting: he is wearing the yellow stockings, and smiling like a maniac. Maria leads Toby and Fabian to where Malvolio is.
