- Back at Orsino's court, the Duke orders his band to play a song he heard the night before.
- Curio says sorry, but Feste's not here to sing it. He must be over at Olivia's house because he used to work for Olivia's dad when he was alive.
- Duke Orsino tells Curio to find Feste, who happens to be roaming around somewhere in the Duke's pad.
- Orsino then turns to "Cesario" and gives "him" some friendly advice, man-to-man, about love. Orsino says if "Cesario" ever falls in love, he should be reminded of the Duke, who—like all true lovers—is unable to do anything but think of the one he adores.
- Orsino suspects that "Cesario" (Viola) is in love and "Cesario" admits that yes, "he" is in love with someone who looks like the Duke and is about the same age.
- Orsino assumes (or pretends to assume) "Cesario's" in love with an older woman, so he tells "Cesario" it's not a good idea for men to marry older women. "Cesario" should marry a sweet young thing because women age fast, which makes them less attractive to their husbands. Women are also not as attractive after they're no longer virgins. (Don't get mad at us. We know Orsino's being awful here.)
- Viola's sad response tells us that she worries about aging and becoming less attractive to a potential husband.
- Feste enters and sings a song for the Duke about a man who is "slain" by a "cruel maid." Orsino gives Feste some money for his trouble and says it's late—he wants to go to bed.
- Feste makes a crack about how moody the Duke's behavior is before leaving.
- Orsino sends everyone away, except "Cesario."
- He tells "Cesario" to go see Olivia again and try one more time to tell her how much Orsino loves her.
- "Cesario" doesn't think it will work. Olivia has already said she can't love him, but Orsino won't accept that answer.
- "Cesario" says, but wait—if some woman other than Olivia loved you, you wouldn't love her back, right? Because you love Olivia and no one else.
- Pah! Orsino says no woman could possibly resist the level of passion he feels. Love works differently for women, and no woman is capable of being so in love as the Duke—his love is like the ocean, etc., etc.
- "Cesario" disagrees and says that women are just as capable of love as men.
- "He" tells the story of his "father's daughter" who once loved a man but never told him. Instead she loved him from a distance, feeling incredibly sad but graciously accepting her fate.
- That sounds horrible to us, but "Cesario" says that's true love—truer, in fact, than the love of men who are loud about declaring their love but not as faithful with their actions.
- When Orsino asks what happened to "Cesario's" sister, "Cesario" cryptically replies that "he" doesn't know, even though he is the only daughter and the only son in "his" father's house.
- If Orsino were paying attention, he might understand that Viola has just outed herself. But he's still focused on Olivia. Plus, Viola changes the subject FAST. She says, "Did you want me to give this jewel to Olivia?" before he can react to her strange statement, and off they go.