Sir Toby, Sir Andrew, and the Fool are having a late night party. Maria enters and tries to make them be quiet, but the Malvolio comes and threatens to kick them out if they do not behave better. In defense to Malvolio's attitude, Maria decides to forge a letter from Olivia telling Malvolio that she loves him. Toby, Andrew, and Feste think it is a wonderful idea, and she leaves to put her plan into action. Sir Andrew reveals his bad financial state to Sir Toby, saying that he has to marry Olivia or he will be completely broke.