At Olivia's palace, Olivia's crass uncle, Sir Toby Belch, has just returned from a night of drinking. Olivia's serving woman, Maria, scolds him in a flirting way: Olivia has been complaining about Sir Toby's bad behavior and about Sir Andrew Aguecheek, the foolish knight he brought to Illyria to woo her. Sir Toby protests: Sir Andrew is tall—and rich! Maria scoffs that this makes no difference. The two are still quarreling when Sir Andrew enters the room.
The characters introduced here represent a "low" world of servants, parallel to the nobles'. The flirtation between Maria and Toby, and the practical criteria that Toby applies to Andrew as a suitor (he is tall and rich), both contrast with the flowery love-melancholy Orsino exhibited in 1.1.
Sir Andrew and Sir Toby greet each other affectionately. Sir Toby jokes that Sir Andrew should "accost" Maria—"woo her, assail her" (1.3.54)—setting off a volley of double entendres in which Maria easily bests Sir Andrew, Maria then departs.
These vulgar puns contrast with Orsino's poetic musings. The low characters are far less genteel and more overtly sexual in their games of love than the nobles are.
Sir Andrew tells Sir Toby that he is leaving the next day, because Olivia refuses to see him. But Sir Toby persuades Sir Andrew to stay just one month longer.
In contrast to Orsino, who enjoys playing the spurned lover and is spurred on by Olivia's lack of interest, Andrew takes Olivia's hints at face value.