In the house of Countess Olivia, her kinsmen Sir Toby talks to Olivia's handmaiden, Maria, about his living habits. The Lady Olivia is not happy about the way he is living, or about his friend Sir Andrew who he brought in to court her. Sir Andrew then enters and Maria subtly makes fun of him, though he does not catch it. She leaves, and Toby talks with Andrew about courting Olivia. Andrew does not think he has much of a chance but Toby presses the suit.