2 Story
STRUCTURE OF TWELFTH NIGHT
Shakespeare shakes off the iron bondage of space and time.
Samuel Taylor Coleridge
I recommend that you read Twelfth Night in either the updated Folger Shakespeare Library text (2019), or Keir Elam’s scholarly Arden Shakespeare (2008), or another reputable modern edition–see the list at the end of Chapter 1: Context. There is no substitute for the beauty and subtlety of Shakespeare’s language. Scholarly editions such as Elam’s preserve this language while also exploring nuances and associations. Like any language, Shakespeare’s can be learned. The more Shakespeare you read, the easier he is to understand.
However, if to begin with you’re really stuck, the modern version of Twelfth Night provided in Spark Notes can be helpful, if read in conjunction with Shakespeare’s text. Using Spark Notes as a substitute rather than a helper risks diminishing the feeling dimension of the original play.
If you think that you do need help, a preferable alternative for a preliminary reading is the Manga Shakespeare Twelfth Night, adapted by Richard Appignanesi and illustrated by Nana Li (London: SelfMadeHero, 2009). Inspired by the arts of Japan, this book attaches cartoon pictures to shortened versions of every utterance in Shakespeare’s text.
Story in Twelfth Night consists of rapid changes and reversals that encourage the audience to follow Viola’s example by flying with the unexpected. In the lunatic, lyrical world of Illyria, citizens and visitors alike are driven by the festive spirit, disorderly loves and hates, and zany eccentricities. From Act 3 an accelerating stream of comic contretemps interweaves the characters in multiplying confusions. These climax halfway through Act 5, when the separated twins, Viola and Sebastian, finally appear on stage together. After that, conflicts and entanglements are quickly resolved, though with exceptions. The happy ending dictated by the comic genre encourages us to trust in fortune and in life’s possibilities. Twelfth Night flows fast because the characters are driven by passion, impulse and events rather than by reasoning or long-term goals; they are lively, and embroiled in life.
Many Renaissance plays distinguish upper class from lower class characters by confining the former to a main plot and the latter to a sub-plot. This division is superficially present in Twelfth Night, but some characters, notably Viola and Feste, cross and recross the boundary. The result is that the two plots and their sub-branches ingeniously intertwine. They merge when main and subplot characters gather at Olivia’s house in Act 5. At the time of carnival and twelfth-night revelry, class, family and gender distinctions are challenged, overturned, or ignored. In Twelfth Night the closing re-formation of these hierarchies is less ceremonial and less convincing than in earlier Shakespearean comedies such as As You Like It and A Midsummer Night’s Dream.
The following outline maps the plot positions of the Twelfth Night characters. Again and again, love relationships cross the boundaries of class and gender. Mistaken identity is central to Plot 1 and also important in Plot 2.
PLOT 1
In this romantic “main” plot, set mostly in Orsino’s household, four characters belong to the upper class:
- Orsino, Duke of Illyria
- Olivia, a Countess
- Viola, a lady
- Sebastian, Viola’s twin brother, a gentleman
PLOT 1 has two branches:
- the first deals with the above four characters’ love relationships;
- sea captain Antonio’s love for Sebastian is the subject of the second branch.
Curio and Valentine are gentlemen attached to Orsino’s household.
In PLOT 1 the characters speak mostly in verse.
Viola and Feste move fluidly between Plots 1 and 2.
PLOT 2
All the characters in this comic-satiric “sub” plot reside in Olivia’s house.
The first three in the following list are gentry; the last three are not:
- Sir Toby Belch, Olivia’s kinsman
- Sir Andrew Aguecheek
- Maria, Olivia’s waiting-gentlewoman
- Malvolio, Olivia’s steward
- Feste, Olivia’s jester
- Fabian, household servant.
Malvolio is an anomaly among Olivia’s suitors; Orsino, Sebastian and Cesario-Viola belong to the upper class to which Malvolio aspires.
The first sequence within PLOT 2, spanning Twelfth Night, begins with Malvolio in charge of Olivia’s household, progresses to his incarceration as a madman, and ends with his liberation.
The second sequence–a second practical joke played out in Act 3, Scene 4,–is the duel, devised by Maria, implemented by Sir Toby and Fabian but interrupted by Antonio, between Viola and an equally reluctant Sir Andrew.
Priest and Servant are functional minor characters.
In PLOT 2 the characters speak mostly in prose.
ACT 1: Exposition and Development
As You Like It is Rosalind’s play, and Twelfth Night is Viola’s.
Act 1 traces Viola’s fortunes:
- from her landing after shipwreck and decision to disguise herself as Cesario (Scene 2, a beach in Illyria),
- to her installation as Orsino’s favourite, “Cesario,” and falling in love with him (Scene 4, at Orsino’s estate),
- to her courtship of Olivia on Orsino’s behalf (Scene 5, at Olivia’s estate),
- to (finally) Olivia’s falling in love with Cesario-Viola (Scene 5, at Olivia’s estate).
Explore the Text
Music enters Twelfth Night with the love-smitten Orsino in Act 1, Scene 1. How does the music played (and silenced) in this scene help the poetry to convey Orsino’s changing emotions?
Act 1, Scene 1 informs the audience of Orsino’s love for Olivia and her rejection of his suit. Valentine, gentleman-attendant to Orsino, reports Olivia’s commitment to seven years’ of mourning for her dead brother.
In Scene 2 we learn from the Captain that Viola’s twin brother Sebastian may or may not have survived the storm that has wrecked their ship. The delayed revelation of Sebastian’s survival to most of the other characters will form the climax to Twelfth Night.
Exercises
What recent events in Shakespeare’s life may have inspired his choice of a male twin’s survival as a climax?
(See Chapter 1: Context)
Prose dialogue, together with comedy, enters the play with Olivia’s uncle Sir Toby Belch and her waiting-gentlewoman Maria in Act 1, Scene 3. Sir Andrew Aguecheek joins them. The trio’s exchanges are full of jokes and puns, many of them risqué, and the scene climaxes with Sir Andrew proving his prowess in “capering” (comic dancing). We discover that Sir Toby has enticed Sir Andrew to Illyria as a suitor to his niece, but that his true intention is to trick Sir Andrew out of as much money as he can.
Explore the Text
Which of the play’s two noble houses is the setting for Act 1, Scene 3:
A. Orsino’s?
B. Olivia’s?
Feste the jester first enters at the beginning of Act 1, Scene 5. Maria fears that his long absence will bring punishment, possibly even dismissal from Olivia’s service. When Olivia later threatens this, the audience enjoys Feste’s wisdom as he deftly turns the tables and proves by logic that Olivia, not he, is the “fool.”
Explore the Text
Which character in Act 1, Scene 5 reveals himself to be Feste’s enemy and critic? See lines 81-88.
Who defends Feste against his attacker? See lines 89-95.
In Scene 5, lines 98-301, the climax of Act 1 is Olivia’s falling in love with Cesario-Viola. You can trace Olivia’s changing feelings by finding the following in Shakespeare’s script:
- Olivia sends Malvolio to dismiss yet another messenger from Orsino (i.e. Viola);
- Olivia decides to allow the messenger to enter–what information from Malvolio about the messenger leads Olivia to this decision?
- Olivia (with Maria) veils her face;
- Olivia admits that she is indeed the lady of the house (and therefore Orsino’s love object);
- She agrees to listen to “Cesario” without others being present;
- She lifts up her veil;
- She makes fun of Orsino’s obsession with her beauty;
- She dismisses Cesario-Viola as Orsino’s messenger;
- After Cesario-Viola has left, Olivia has second thoughts;
- She despatches Malvolio to return a ring, which (Olivia falsely claims) the Duke’s “peevish messenger” has gifted her with against her will.
ACT 2: Development

Reflect
Consider the image above. The scene (Act 2, Scene 4, lines 51-66) depicts the painter himself (central) as Orsino; Dante Gabriel Rossetti, a leading Pre-Raphaelite poet, as Feste, and the model, poet and artist Elizabeth Siddal as Cesario-Viola.
Contrary to the disruptive priorities explored in Twelfth Night, I think this painting assumes nineteenth-century European gender norms, i.e. masculine primacy. Do you agree?
Act 2, Scene 1 introduces a second pair of shipwreck survivors, Antonio and Sebastian.
In Scene 2, Cesario-Viola courts Olivia on Orsino’s behalf; Olivia’s closing soliloquy reveals that she has fallen in love with Orsino’s messenger. Rudely delivered by Malvolio, Olivia’s ring reveals this news to Viola.
Scene 3 returns to prose, as Sir Toby and Sir Andrew carouse. They pay Feste to perform the beautiful song “O mistress mine,” urging lovers to seize the day. The three then join in singing a “catch,” in which each of their voices sings the same line and melody, but beginning at different times. Maria bursts in with the warning that Olivia has sent Malvolio to “turn them out of doors” (lines 73-75). This only inspires a second “catch.” Malvolio arrives: “My masters, are you mad or what are you? Have you no wit, manners or honesty but to gabble like tinkers at this time of night?” (lines 87-89). The carousers keep singing. Malvolio retreats, promising to report their behaviour to Olivia. Led by Maria, Sir Toby and Sir Andrew agree on their revenge: Maria’s plot will deceive Malvolio into believing that Olivia is in love with him.
Act 2, Scene 4: Accompanied by sweeter music–“[t]hat old and antic song we heard last night” (line 3)–Orsino and Cesario-Viola discuss their unrequited loves, Orsino’s for Olivia and Viola’s (disguised) for himself. Feste entertains them with another song, “Come away, come away death,” in which love such as theirs causes the death of the lover. The song’s melancholy seems like a protest against love’s extremities, but Orsino is deeply moved. Feste reveals to Orsino that Orsino’s love has no real content. After Feste leaves, however, Orsino reverts to his obsession by again despatching Cesario-Viola to plead his cause to Olivia. In doing so he reverts to his ingrained sexism, a position that Cesario-Viola rejects in her tale of her “sister’s” unrequited love. Two lines addressed to Orsino and the audience brilliantly combine Viola’s love for Orsino with 1) her disguise and 2) her anxiety for Sebastian:
I am all the daughters of my father’s house,
And all the brothers too–and yet I know not. (lines 132-33)
Act 2, Scene 5 is the culmination of Maria’s plot against Malvolio, which (surprisingly, since it belongs to the “sub” plot) forms the climax to Act 2. Fabian has replaced Feste as a participant in the plot. Malvolio will come to Olivia, whom he now expects to marry, smiling and wearing cross-gartered yellow stockings.
Explore the Text
“It is amazing how little happens in Twelfth Night, how much of the time people are merely talking, especially in the first half, before the farcical complications are sprung.” (Barber, p. 274)
How accurate is this comment? Compare “happenings” with examples of “merely talking” in Twelfth Night, Acts 1 and 2.
ACT 3: Climax
The action advances the love confusions in the “main” plot and the gullings in the “sub” plot. There are signs of the third-act climax frequent in Shakespeare’s plays, as events speed up. There is plenty of physical action, as the “main” plot meshes more tightly with the “sub” plot, but there is no obvious climactic event.
Walking to Olivia’s house in Scene 1, Cesario-Viola encounters Feste in the street, in a “wit-duel” in which they are equally matched. Guided into the house by Sir Toby and Sir Andrew, Cesario-Viola fruitlessly courts Olivia, who is stricken with love for him-herself, on Orsino’s behalf.

Explore the Text
Five characters in Twelfth Night, willingly or unwillingly, are Olivia’s suitors. What are their names?
In Scene 2 Sir Andrew, urged on by Sir Toby and Fabian, prepares to write and deliver a challenge to duel to Cesario-Viola, whom he sees as a rival suitor for Olivia. Maria reports Malvolio’s yellow stockings and weird smiling to Sir Toby and Fabian.
Meanwhile, in the street, Antonio has caught up with Sebastian and loaned him his purse for his expenses. Sebastian sets out to explore the town. Antonio will wait for him, “In the south suburbs, at the Elephant” (Act 3, Scene 3, line 42).
Reflect
The bed of Ware in England, referred to by Sir Toby, was an Elizabethan bedstead, famous for measuring 3.35 metres (nearly 11 feet) square. (Twelfth Night, Act 3, Scene 2, lines 46-47).

The Elephant was a real “inn-cum-brothel” (Elam, p. 272) on Bankside, London’s red light and theatre district south of the Thames.
How might the early audiences of Twelfth Night have responded to these references to a building they knew well and to an object far from Illyria?
Concluding Act 3, Scene 4 intertwines upper-class and lower-class characters (i.e. Plots 1 and 2) in a kaleidoscope of physical and emotional confrontations:
A. In Olivia’s house, Malvolio’s cross-gartered yellow stockings and haughty behaviour convince Olivia that he is mad. She exits, eager to speak to Cesario-Viola, whom later in the scene she woos even more passionately than before (lines 209-226). Alone, Malvolio gleefully displays his conviction that Olivia wants him for her husband in a soliloquy: “Well, Jove, not I is the doer of this, and he is to be thanked” (lines 89-90). Sir Toby and Maria plot to sink Malvolio more deeply into “madness,” which at base is his delusion that class boundaries can be overcome—“We’ll have him in a dark room and bound” (lines 144-145).
B. Sir Andrew meanwhile has written a letter challenging Cesario-Viola, who he thinks is his rival for Olivia’s hand, to a duel. Sir Toby substitutes his own spoken version of the challenge. Comically reluctant but urged by Fabian and Sir Toby, who have misrepresented the fighting prowess of each to the other, Sir Andrew and Cesario-Viola go through the preliminaries to their “duel.” At the moment of engagement, Antonio intervenes in defence of his friend “Sebastian” (Cesario-Viola), but is arrested by Orsino’s officers. He asks Cesario-Viola to return his purse; puzzled, she refuses but offers him half the money she possesses. Antonio is chagrined by what he sees as “Sebastian’s” betrayal of their friendship. Viola, however, suspects that Antonio has mistaken her for her brother, and is overjoyed to think that Sebastian may be alive. Act 3 ends with Sir Andrew looking for Cesario-Viola, whom Sir Toby persuades is a coward, intending to beat him/her.
List of written messages that progress the plot of Twelfth Night:
1. Sometimes written, Cesario-Viola’s courtship speech, which she has learned by heart (Act 1, Scene 5, lines 168-93);
2. Maria’s love letter(s) to Malvolio, which she pretends are from Olivia (Act 2, Scene 3, lines 154-65; Scene 5, lines 112-183); Malvolio will produce this letter when he clears himself at the end of the play.
3. Sir Andrew’s inane written challenge to Cesario-Viola (Act 3, Scene 2, lines 30-49; Act 3, Scene 4, lines 152-179). Toby says that he’ll convey the challenge verbally.
4. Malvolio’s letter to Olivia, written Act 4, scene 2, lines 85-87; 111-25. In Act 5, Scene 1, lines 1-6, the Fool won’t show Fabian the letter. When most of the characters are on stage, the Fool begins to read the letter aloud, foolishly; Olivia asks Fabian to read it in his place (Act 5, Scene 1, lines 298-325).
ACT 4: Aftermaths and Preparations
Romance: In Act 4, Scenes 1 and 3 trace Olivia’s courting of a smitten but bewildered Sebastian, who throughout the Act is mistaken for Cesario. In the opening, Feste, who has met Cesario-Viola in a parallel opening scene in Act 3, pesters Sebastian to visit Olivia, as she has requested. Sir Andrew then attacks Sebastian, who beats him with his own dagger hilt. Sir Toby and Sebastian draw their swords, but Olivia stops the fight, berating her kinsman and doting on Sebastian. Courted by Olivia, Sebastian decides that he must be dreaming, or that he must be mad, or that Olivia is. Act 4 closes in Scene 3 with Sebastian’s and Olivia’s “troth-plighting,” undertaken as an unbreakable commitment, later to be celebrated as marriage in accordance with Olivia’s rank (lines 28-31).
Comedy: In Scene 2, the longest and central scene, Feste, disguised as Sir Topas the curate and stage-managed by Sir Toby and Maria, torments the imprisoned Malvolio. Sir Topas/Feste calls on the fiend, “thou dishonest Satan,” said to possess Malvolio. He contradicts Malvolio’s dread of his prison’s “hideous darkness” with bamboozling contradictions: “Why, it hath bay-windows [windows where people can sit and enjoy the light] transparent as barricadoes [barricades in warfare], and the clerestories [upper windows designed to let in light] toward the south-north are as lustrous as ebony [a black timber]” (lines 38-40). When Malvolio seeks to prove his sanity (and his competence in philosophy?) by rebutting Pythagoras’s opinion that souls migrate after death to other bodies, Feste again contradicts: “Thou shalt hold th’opinion of Pythagoras ere I will allow of thy wits” (lines 60-61).
Sir Toby and Maria are delighted by Feste’s performance, which presumably could go on indefinitely, but Sir Toby’s self-interest puts an end to it: “I am now so far in offence with my niece that I cannot pursue with any safety this sport to the upshot” (lines 72-74). Maria’s observation that Malvolio in his darkness cannot see “Sir Topas” is probably her cue to help Feste take off his disguise. After the two tricksters leave, Feste, now speaking as himself but with short interpolations in the voice of “Sir Topas,” keeps up his pretence of believing that Malvolio is mad. It is only at the end of the scene that he goes away to fetch “light and paper and ink” so that Malvolio can argue for his sanity in a letter to Olivia.
Explore the Text
The law student John Manningham’s response to Twelfth Night suggests that early audiences joined the tricksters in finding Malvolio’s imprisonment as a madman hilarious. Act 4, Scene 2 nevertheless demands careful reading.
- Do you find the mad Malvolio tragic? funny? tragic and funny?
- The scene gives more scope to the comedian playing Feste than it gives to Malvolio. So how do you regard Feste?–is he a sadistic torturer? an avenger with right on his side? a practical joker? all three?
Act 5: Conventions, Half Truths, Absences, and Loose Ends
In Act 5 most of the characters assemble, singly or in groups, at Olivia’s house. Residents of the house, Fabian and Feste, set the scene. Feste refuses to show Fabian Malvolio’s letter. These two will come and go throughout the Act. Orsino, Viola, Curio and company arrive; Orsino and Feste enjoy a wit battle.
Five characters enter, each making claims about Cesario-Viola that are untrue:
- Under arrest, Antonio accuses Cesario-Viola of denying knowledge of him and of withholding his purse.
- Olivia and attendants arrive; Orsino renews his courtship of Olivia, who insists that she loves Cesario-Viola and that he has married her. Orsino threatens to punish Cesario-Viola with death.
- Olivia calls in the Priest, who swears he just now married her to Cesario-Viola (but the audience knows that Sebastian was the bridegroom).
- Sir Andrew and Sir Toby enter separately; each claims to have been beaten by Cesario-Viola (but it was Sebastian).
Sebastian’s entrance at this point of greatest tension clears Viola of all the accusations. Sebastian apologises to Olivia for having beaten her uncle, Sir Toby, and expresses delight at finding Antonio again. Finally, he notices Viola, and the two greet each other with joy and mutual love. Sebastian admits to having married Olivia without understanding why she was so determined to marry him. Exonerating himself, he points out that he saved Olivia from being “contracted to a maid”: but she was not really deceived, he says, because now she is “betrothed [meaning, for Elizabethans, an unbreakable commitment to marry] both to a maid and man” (lines 273-75).
Orsino’s wish to see Viola “in thy women’s weeds” (line 286) is followed by Viola’s report that Malvolio has begun a lawsuit against the ship’s Captain, who helped her (Act 1, Scene 1). This unprepared-for addition to the list of Malvolio’s misdeeds will be touched on again in Orsino’s final summing up of the “golden time” to come: “He [Malvolio] hath not told us of the captain yet” (line 404).
Viola explains to Orsino, who has not met him, that Malvolio is “A gentleman and follower of my lady’s” (line 290). Feste and Fabian arrive with Malvolio’s letter, which Fabian reads aloud. During Fabian’s absence to fetch Malvolio, Olivia urges Orsino to marry Viola, at her [Olivia’s] house and at her expense. Orsino’s proposal to Viola follows (lines 332-37). Olivia’s response, repudiating her own courtship of Cesario-Viola, marks the transformation of a (potentially or theoretically) sexual connection into a family one: “A sister–you are she” (line 344).
Attention is diverted from the happy couples by Malvolio’s entrance. His list of injuries is backed up by the letter that he still believes Olivia wrote to him. Olivia recognises the handwriting as Maria’s. Confessing, Fabian presents his version of the trick played on Malvolio:
Most freely I confess myself and Toby
Set this device against Malvolio here,
Upon some stubborn and uncourteous parts
We had conceived against him. Maria writ
The letter, at Sir Toby great importance,
In recompense whereof he hath married her.
How with a sportful malice it was followed
May rather pluck on laughter than revenge,
If that the injuries be justly weighed
That have on both sides passed. (lines 382-91).
Fabian’s language here is stiff and full of legalistic and abstract terms: “stubborn and uncourteous parts”; “at Sir Toby’s great importance”; “sportful malice.” He is like a barrister summing up a case, but he misrepresents some of the facts:
- He and Sir Toby did not invent the “device” against Malvolio–Maria did.
- Fabian did not attend the midnight carousal and so was not subject to Malvolio’s reprimand. An unstaged event led him to conceive “some stubborn and uncourteous parts” against Malvolio. See Act 2, Scene 5, lines 6-7.
- Sir Toby didn’t “importune” Maria to write the letter. The whole plot was Maria’s idea.
- “If that the injuries be justly weighed”: Are the beatings that Sebastian has inflicted on Sir Toby and Sir Andrew really as severe a punishment as Malvolio’s imprisonment as a madman? In other words, has justice been done, or is Fabian (abetted by Shakespeare) seeking to satisfy an audience that, so late in the performance, may not be paying close attention?
- Fabian informs Olivia and the audience, as a matter of fact and to tie up a loose end, that Sir Toby has married Maria. Sir Toby’s admiration for Maria’s creative intelligence is obvious. Fabian’s reporting of the marriage is factual rather than romantic.
Feste then appends to Fabian’s list his own reasons for resenting Malvolio, “And thus the whirligig of time brings in his revenges” (Act 5, Scene 1, lines 399-400).
In exonerating themselves, both Fabian and Feste have stated that their motive was revenge. Malvolio’s parting threat is therefore an appropriate response: “I’ll be revenged on the whole pack of you!” (line 401).
[Is the favourite Elizabethan genre of revenge plays being satirised here?]
Olivia’s and Orsino’s comments on Malvolio’s departure make it clear, however, that he will not have time to brood on his revenge:
OLIVIA: He hath been most notoriously abused.
ORSINO: Pursue him and entreat him to a peace. (lines 402-403)
The Folio does not specify which character/s exit to pursue Malvolio. Even so, the story has been closed off–Malvolio will agree to a peace. The romance ending will be happy.
Explore the Text
You might like to test your knowledge of Act 5 by answering the questions below:
1. Misunderstandings build to toppling point, until one character’s entrance resolves most of them. Who is this character? What problems does his entrance solve?
2. Which important character is the last to come on stage in Act 5? What is his problem? Is it solved before the play ends?
3. Which significant female character does not appear in Act 5? Can you find a reason, either within the script or outside it, for her absence?
Thoughts about Act 5
Present-day audiences may groan at the predictable ending of Twelfth Night: Olivia accepts Sebastian, whom she has just met, as her husband. In a few lines, interrupted by the reading of Malvolio’s letter, Orsino switches his passionate love from Olivia to Viola. (Is his love for Viola reasonable rather than passionate?) Shakespeare’s audiences lived in an era that predated novels, films, radio and electronic media. They were less concerned about realism and psychological probability. Instead they respected genre: romances must end in weddings.
Reflect
Referring to Twelfth Night, Anne Barton writes:
“There will be a happy ending. It is, however, a happy ending of an extraordinarily schematized and ‘playlike’ kind.”
(Anne Barton, “As You Like It and Twelfth Night: Shakespeare’s Sense of an Ending.” Shakespearean Comedy. Stratford-Upon-Avon Studies 14. London: Edward Arnold, 1972, p. 175)
How far do you agree? Might true feeling in Twelfth Night lie elsewhere than in the “happy ending” that unites the couples? If so, where?