Twelfth Night: Or What You Will

Twelfth Night: Or What You Will

4.1 34
by William Shakespeare

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"Twins Viola and Sebastian are shipwrecked. Believing her brother drowned, and determined to survive alone, Viola disguises herself as a boy. As 'Cesario' she enters the service of Orsino and is sent by him to woo Olivia." But Olivia isn't interested and 'Cesario' is swept into a merry-go-round world of unrequited love, mistaken identities, high comedy, low tricks and… See more details below


"Twins Viola and Sebastian are shipwrecked. Believing her brother drowned, and determined to survive alone, Viola disguises herself as a boy. As 'Cesario' she enters the service of Orsino and is sent by him to woo Olivia." But Olivia isn't interested and 'Cesario' is swept into a merry-go-round world of unrequited love, mistaken identities, high comedy, low tricks and desperate passion.

Editorial Reviews

Library Journal

This must be a case of opposites attracting, as Yale releases another duo in its ongoing annotated Shakespeare series. Here the Bard's heaviest drama is paired with one of his lightest comedies. These also include textual notes, essays by Harold Bloom, and other extras. Great for the price.

—Michael Rogers

Product Details

Washington Square Press
Publication date:
Players' Shakespeare Ser.

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Twelfth Night
Cambridge University Press
0521618770 - Twelfth Night - Edited by Rex Gibson

List of characters


The Duke's court The Countess's household
ORSINO, Duke of Illyria OLIVIA, a countess
VALENTINE, a courtier SIR TOBY BELCH, her uncle
CURIO, a courtier MALVOLIO, her steward
Musicians FESTE, her fool
Lords MARIA, her gentlewoman
Officers FABIAN, a servant


The visitors
VIOLA, later called Cesario
SEBASTIAN, her twin brother
SIR ANDREW AGUECHEEK, suitor to Olivia
A NTONIO, a friend to Sebastian

The action of the play takes place in Illyria

Orsino calls for music to feed his hunger for love. He reflects that love is like the sea, absorbing and devaluing every other experience. He claims to be completely obsessed by his love for Olivia.

1 Orsino: in love or infatuated? (in groups of three)

The best approach to Scene 1 is to take parts as Orsino, Curio and Valentine, and read it through. Then change roles and read through again. Don't worry about unfamiliar words in these read-throughs, but afterwards work on the following activities:

  1. Love or infatuation? The opening lines suggest the play will be much about love. But what sort of love? You will find various expressions of love throughout Twelfth Night. Many people believe Orsino is not truly in love, but is just infatuated, and wallows in his emotions. To discover your own views, speak lines 1- 15 in different ways (e.g. thoughtfully, sadly, pompously). Then talk together about whether you think his language is that of a true lover.
  2. The musicians' view of Orsino In line 4, Orsino asks for a musical refrain to be repeated ('That strain again'). But by line 7 he has heard enough, so he tells the musicians to stop playing. How do you think they feel about their master's quick change of mood? One person reads Orsino's lines, pausing at each punctuation mark. In the pauses, the others, as musicians, comment on what Orsino says.
  3. Audience laughter? Advise the actor playing Orsino how to speak line 7: 'Enough; no more.' Would you wish to make the audience laugh?
  4. Staging How would you present Scene 1 on stage? Write notes on set, costumes, and the general impression you would wish to create of Orsino and his court. What kind of music would you use?
  5. Imagery Lines 9- 14 are an elaborate image of love as the sea. See page 164 for more on imagery.

Twelfth Night
or What You Will

Act 1 Scene 1
Orsino's palace

Music. Enter ORSINO, Duke of Illyria, CURIO, and other Lords

ORSINO If music be the food of love, play on;
Give me excess of it, that surfeiting,
The appetite may sicken and so die.
That strain again, it had a dying fall;
O it came o'er my ear like the sweet sound 5
That breathes upon a bank of violets,
Stealing and giving odour. Enough; no more.
'Tis not so sweet now as it was before.
O spirit of love, how quick and fresh art thou,
That, notwithstanding thy capacity, 10
Receiveth as the sea. Nought enters there,
Of what validity and pitch soe'er,
But falls into abatement and low price
Even in a minute. So full of shapes is fancy,
That it alone is high fantastical. 15
CURIO Will you go hunt, my lord?
ORSINO What, Curio?
CURIO The hart.
ORSINO Why so I do, the noblest that I have.
O when mine eyes did see Olivia first,
Methought she purged the air of pestilence; 20
That instant was I turned into a hart,
And my desires like fell and cruel hounds
E'er since pursue me.
How now, what news from her?

Valentine tells of Olivia's vow to mourn her dead brother for seven years. Orsino says that this reveals how she will love him totally. Viola, landed safely after shipwreck, fears for her brother's life.

1 Your first impression of Olivia (in pairs)

Olivia has vowed to become a nun for seven years, not even seeing the sky, to mourn for her brother. Write a few words showing what her decision suggests to you that she is like.

2 Bring out Orsino's vanity (in pairs)

Orsino thinks that if Olivia can go to such lengths just for love of a brother, she will be completely obsessed when she falls in love with him. Orsino sees himself becoming 'one selfsame king' of Olivia's 'sweet perfections', filling her sexual desire, thought and feeling ('liver, brain, and heart').

Imagine lines 33- 41 are a mirror. Take turns to speak them, admiring yourself in that 'mirror', combing your hair and preening. Then tell each other what this activity adds to your view of Orsino.

3 Swift scene change

In modern productions of Shakespeare's plays, each scene flows swiftly into the next with no long delay for scene-shifting. Work out how to transfer the audience in imagination from Orsino's palace to the sea-coast in Scene 2. Present your solution as a design or in writing. Can the musicians help your plan?

4 Illyria = Elysium = England?

In lines 3- 4, Viola contrasts 'Elysium' (heaven, a peaceful, welcoming place) with 'Illyria', but their names echo each other, suggesting that Illyria may also be a friendly, dreamlike place. Pages 168-71 reveal more about Illyria's likeness to Elysium (it did also exist as a real place - see p. 34), and how it resembles Shakespeare's England!

VALENTINE So please my lord, I might not be admitted,
But from her handmaid do return this answer: 25
The element itself, till seven years' heat,
Shall not behold her face at ample view;
But like a cloistress she will veilèd walk,
And water once a day her chamber round
With eye-offending brine; all this to season 30
A brother's dead love, which she would keep fresh
And lasting, in her sad remembrance.
ORSINO O she that hath a heart of that fine frame
To pay this debt of love but to a brother,
How will she love, when the rich golden shaft 35
Hath killed the flock of all affections else
That live in her; when liver, brain, and heart,
These sovereign thrones, are all supplied and filled
Her sweet perfections with one selfsame king!
Away before me to sweet beds of flowers: 40
Love-thoughts lie rich when canopied with bowers.

Act 1 Scene 2
The sea-coast of Illyria

Enter VIOLA, a CAPTAIN, and Sailors
VIOLA What country, friends, is this?
CAPTAIN This is Illyria, lady.
VIOLA And what should I do in Illyria?
My brother, he is in Elysium.
Perchance he is not drowned: what think you, sailors? 5
CAPTAIN It is perchance that you yourself were saved.
VIOLA O my poor brother! And so perchance may he be.

The Captain reassures Viola that her brother may also have survived the shipwreck. He tells of Orsino's love for Olivia, and says that Olivia's grief for her brother's death has made her a recluse.

1 Imagery: 'Arion on the dolphin's back' (in pairs)

The Captain uses an image from classical mythology. He compares Sebastian's escape from shipwreck with that of Arion, a legendary Greek musician. Arion leapt overboard to escape sailors who wished to murder him. A dolphin, enchanted by Arion's music, carried him safely to shore. The Captain's story gives Viola hope (it also echoes the power of music suggested in Scene 1).

Some stage productions show Sebastian's struggle to survive. Imagine you are directing the play, and want the audience to see what happens to Sebastian. Write how you would present lines 11- 17. Line 16 ('hold acquaintance') means that Sebastian kept afloat quite well - like someone holding their own in a conversation.

2 'He was a bachelor then' - why say that? (in pairs)

Suggest possible reasons for Viola's comment about Orsino: 'He was a bachelor then' (line 29). Talk together about what the words might imply about her character. How do you think she speaks the line?

3 'What great ones do, the less will prattle of'

The Captain's words (line 33) anticipate modern-day paparazzi (photographers who specialise in spying on famous people like royalty, pop stars and 'celebrities'). Together with reporters, they supply the pictures and stories which provide millions of 'the less' (ordinary people) with an endless source of rumour and gossip. Make a collection from newspapers and magazines to illustrate the line.

CAPTAIN True, madam, and to comfort you with chance,
Assure yourself, after our ship did split,
When you, and those poor number saved with you, 10
Hung on our driving boat, I saw your brother
Most provident in peril, bind himself
(Courage and hope both teaching him the practice)
To a strong mast that lived upon the sea;
Where like Arion on the dolphin's back 15
I saw him hold acquaintance with the waves
So long as I could see.
VIOLA For saying so, there's gold.
Mine own escape unfoldeth to my hope,
Whereto thy speech serves for authority, 20
The like of him. Know'st thou this country?
CAPTAIN Ay, madam, well, for I was bred and born
Not three hours' travel from this very place.
VIOLA Who governs here?
CAPTAIN A noble duke in nature as in name. 25
VIOLA What is his name?
VIOLA Orsino! I have heard my father name him.
He was a bachelor then.
CAPTAIN And so is now, or was so very late; 30
For but a month ago I went from hence,
And then 'twas fresh in murmur (as you know
What great ones do, the less will prattle of )
That he did seek the love of fair Olivia.
VIOLA What's she? 35
CAPTAIN A virtuous maid, the daughter of a count
That died some twelvemonth since, then leaving her
In the protection of his son, her brother,
Who shortly also died; for whose dear love
(They say) she hath abjured the sight 40
And company of men.
VIOLA O that I served that lady,
And might not be delivered to the world
Till I had made mine own occasion mellow
What my estate is!
CAPTAIN That were hard to compass,
Because she will admit no kind of suit, 45
No, not the duke's.

Viola says that she trusts the Captain. She plans to disguise herself as a man and become an attendant to Orsino. In Scene 3, Sir Toby Belch complains that Olivia's mourning prevents all enjoyment.

1 Appearance versus reality - show it! (in small groups)

In lines 48- 9, Viola states one of Shakespeare's favourite themes: you can't judge by appearances. A beautiful appearance may conceal corruption ('nature with a beauteous wall / Doth oft close in pollution'). Much of Twelfth Night is about mistaken identity. Work out a tableau (a frozen picture) to illustrate Viola's comment. Each group shows its tableau to the class, 'freezing' for thirty seconds. Talk together about how similar and different the various tableaux are.

This production made Viola's first appearance strikingly dramatic. Write how you would stage her entry. Describe her costume and movements, and how you would show she is of high social status.

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VIOLA There is a fair behaviour in thee, captain,
And though that nature with a beauteous wall
Doth oft close in pollution, yet of thee
I well believe thou hast a mind that suits 50
With this thy fair and outward character.
I prithee (and I'll pay thee bounteously)
Conceal me what I am, and be my aid
For such disguise as haply shall become
The form of my intent. I'll serve this duke. 55
Thou shalt present me as an eunuch to him -
It may be worth thy pains - for I can sing,
And speak to him in many sorts of music
That will allow me very worth his service.
What else may hap, to time I will commit, 60
Only shape thou thy silence to my wit.
CAPTAIN Be you his eunuch, and your mute I'll be;
When my tongue blabs, then let mine eyes not see.
VIOLA I thank thee. Lead me on.

Act 1 Scene 3
A room in Olivia's house

SIR TOBY What a plague means my niece to take the death of her
brother thus? I am sure care's an enemy to life.
MARIA By my troth, Sir Toby, you must come in earlier o'nights. Your
cousin, my lady, takes great exceptions to your ill hours.
SIR TOBY Why, let her except, before excepted. 5
MARIA Ay, but you must confine yourself within the modest limits of
SIR TOBY Confine? I'll confine myself no finer than I am: these clothes
are good enough to drink in, and so be these boots too; and they
be not, let them hang themselves in their own straps. 10

Maria warns Sir Toby that his drunkenness will be his downfall. She is scornful of Sir Andrew Aguecheek (a wooer of Olivia), thinking him stupid. Sir Andrew enters and immediately displays his foolishness.

1 The comedy begins - first impressions (in groups of three)

Sir Toby is a great juggler with words, even when he's drunk. His description of Sir Andrew is full of mockery - he says one thing but means something else. Sir Toby calls Sir Andrew 'tall' (courageous), when he probably thinks him cowardly. Other descriptions also had double meanings for Elizabethan audiences:

viol-de-gamboys a sexual joke: an instrument held between the knees

without book implies Andrew learnt by heart without understanding

nature picked up by Maria and turned into 'natural' (idiot)

Castiliano vulgo 'Look solemn' (like a Castilian from Spain), or 'Think of all Sir Andrew's money', or 'Talk of the devil', or 'More Spanish wine!'

Again, the best thing to do with Scene 3 is to take parts as Sir Toby, Maria and Sir Andrew and read through to gain a first impression. Then work on the activity below and on the activities on the following pages. You might decide to learn the lines, rehearse the scene and act it out!

2 What are they like?

Sir Toby 'quaffing and drinking will undo you'

Maria Olivia's 'chambermaid' (lady companion, gentlewoman)

Sir Andrew 'a foolish knight'

Write two or three sentences about each character telling what you think they are like. Sketch their costumes. As you work through the play, add to your notes as you learn more about each character.

© Cambridge University Press

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