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Twelfth Night — The Study Guide

Table of Contents

The Characters - Who's Who?

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Scroll through our slideshow to see the characters in the play and costume designer Erin Amelia White's drawings of what they'll be wearing. If you mouse over the image, you can read a description of the character as well.

Fun Facts:

One of the actors plays 4 different characters, hence has 4 different costumes.

The straw hat used in the play is made out of painted Styrofoam in reality.


In the land of Illyria, the wealthy Duke Orsino pines for the love of Lady Olivia. Unfortunately for the Duke, Olivia has sworn to forego the company of men for seven years in the aftermath of the deaths of her father and brother. Meanwhile, a young woman, Viola, finds her way to Illyria's shores, after surviving a devastating shipwreck. She believes her twin brother, Sebastian, died in the wreck and with no family left, she must make her own way in this strange new land. She disguises herself as a man, taking on the name, Cesario, and finds employment in the household of Duke Orsino. Back at the house of Lady Olivia, Sir Toby Belch, Olivia's drunken uncle, is found carousing with his bumbling friend, Sir Andrew Aguecheek. Sir Andrew comes to Illyria as a potential suitor vying for the heart of Olivia. She, however, refuses to see her uncle's foolish friend.

Viola, disguised as Cesario, has developed feelings for her lovesick employer, Orsino. Orsino instructs Cesario to visit the Lady Olivia an woo her on his behalf. At first, Viola is turned away from Lady Olivia's door, but she stands her ground and is let inside. Olivia falls instantly in love with Cesario, whom she does not know is actually a woman. When Olivia creates a scheme to force Cesario to come back to visit her, Viola
finds herself at the center of a complicated love triangle. Sebastian, Viola's brother, arrives in Illyria with the man who saved him from drowning, Antonio. Antonio pledges to help Sebastian find his way around Illyria, even though Antonio is wanted by the law there.

Late one evening, Lady Olivia's steward, Malvolio, spoils the fun of Maria, a maid, Sir Andrew, and Sir Toby, by telling them all to quiet down. He threatens to tell Olivia of their rowdiness and storms away. To teach Malvolio a lesson, Maria, Sir Toby, and Sir Andrew plot to trick the steward. Forging Lady Olivia's handwriting, Maria creates a letter for Malvolio to find that suggests Olivia is in love with him. The letter also instructs him to dress ridiculously in yellow stockings.

Tricked by the fake letter Maria wrote, Malvolio shows up convinced of Olivia's love for him. When he tries to flirt with Olivia, she assumes the strange behavior is a sign of sickness. She asks for Sir Toby to take care of Malvolio. However, Sir Toby pretends Malvolio is a madman and has him locked up.

Sir Andrew notices that Lady Olivia has been paying more attention to Cesario than to him. With the encouragement of Fabian and Sir Toby, Sir Andrew is convinced that he must duel his rival Cesario whom they claim is a dangerous fighter. At the same time, Sir Toby finds Viola and lies to her by claiming the cowardly Sir Andrew is a menacing threat. Viola and Sir Andrew trepidatiously approach each other, but before the battle can begin Antonio intervenes. He believes Viola to be Sebastian and stops the fighting.
Antonio is quickly arrested because he is a wanted as a pirate in Illyria.

Outside of Olivia's house, Sebastian speaks with Feste. Suddenly Sir Toby, Sir Andrew, and Fabian arrive to continue the brawl with Cesario, but find this "Cesario" (really Sebastian) is an excellent fighter. Lady Olivia stops the altercation. Sebastian falls in love with her instantly, and Olivia, believing him to be Cesario, arranges for them to wed in secret.

The Duke arrives at Olivia's house to woo her, but while he is waiting, Antonio arrives with the officers. Antonio explains that he rescued Sebastian from the shipwreck, but Orsino dismisses him as a rogue. Lady Olivia arrives and calls Cesario/Viola "husband" much to the surprise of Viola. Enraged, Orsino threatens to kill Cesario. Finally Sebastian appears. The brother and sister reunite with joy. Once the confusion of identities is cleared up, the Duke is only too happy to abandon his feelings for Olivia to marry Viola. Olivia learns she is actually married to Sebastian. Malvolio is brought forth and it is revealed that Sir Andrew, Sir Toby, and Maria tricked him with the letter. Humiliated, Malvolio vows to take revenge and storms out. Servants are called to sooth Malvolio's temper, and the pairs of lovers exit leaving Feste to sing a final song to the audience.

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Fun Facts:

It took approximately 440 hours for UMass Theater students to fabricate and paint the scenery props.

Over 1000 pneumatic staples and 200 screws went into constructing the set.

Twelfth Night or What You Will or What does the title mean?

What does the title mean?

Twelfth Night refers to the Feast of the Epiphany (Jan 6th) which marked the final night of Christmas celebrations in Elizabethan England. The Epiphany celebrated the revelation of Christ's birth to the wise men. Rituals included processions of singers going door to door with a paper star and candle representing the wise men's journey to Bethlehem. Food and drink were had in abundance during this celebration. At the feast table a "king" was chosen to rule over the festivities. By no means divinely appointed, the title was bestowed by random lottery or by the bean cake. A bean cake contained one hidden bean baked inside, and the person who found it in his slice would become king. Other roles were also adopted, including the "fool." Another custom of the holiday was a game called "Hunt the Fox" in which a fox or cat was released, hunted, and killed as a stand in for the devil.

"Epiphany" is derived from a Greek word that means "manifestation" or revelation. The end of Twelfth Night concludes with many revelations of identity. During this time, social roles were turned upside-down. With order suspended, anyone could become king for a day. It is with that joyous and revelrous spirit that Twelfth Night unfolds with its crossdressing, trickery, and mistaken identity.

Though they seems chaotic, Twelfth Night celebrations reinforced the social hierarchy of Elizabethan England by allowing the lower classes to blow off steam before returning to their hard labor the next morning. In the same way, Twelfth Night ends its madcap romp with a conventional return to acceptable identities and traditional marriages.

It is worth noting that Twelfth Night or What You Will is the only one of Shakespeare's plays to have a double title. What You Will may sound like a superfluous title, but in Elizabethan England the word "will" had a number of different meanings. It could refer to a man's name as in "William" Shakespeare. It could also mean "want" or "wish." Another meaning for "will" during "desire" or more explicitly
"sexual desire." What You Will takes on multiple meanings in the play as each character pursues what he or she wants whether it be love, social status, or revenge.

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Fun Facts:

17 gallons of paint were used to paint the set.

4800 feet of monofilament are used in the set.

Shakespeare's Inspiration for Twelfth Night

There emerges a pattern in Shakespeare comedies in which identity is lost through disruption of familial and emotional bonds, but is regained with the reunion of families, lovers, and friends (The Comedy of Errors, Two Gentlemen of Verona, As You Like It). Shakespeare seems to be drawing upon his own tried and true theatrical devices (cross-dressing women, twins parted) in Twelfth Night. It is also believed that he was inspired by an English story by Barnabe Riche titled Apolonius and Silla which mirrors many of Twelfth Night's plot points. Gl'Ingannati (The Deceived), an Italian comedy of disguise and mistaken identity, has also been cited as one of Shakespeare's sources for Twelfth Night.

William Shakespeare


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Fun Facts:

Approximately 80 separate elements are assembled on stage to create the set.

Approximately 92 sheets of medium density fiberboard were used to create the set of the play.

Shakespeare at the Turn of the Century


1596 - Shakespeare's son, Hamnet, dies
1597 - Shakespeare purchases an estate in Stratford and acquires a coat of arms
1599 - The Globe Theatre is built
1600 - It is believed Shakespeare started work on Twelfth Night and Hamlet around this time
1601 - Shakespeare's father dies
Essex rebels against Queen Elizabeth, fails, and is executed
1602 - Twelfth Night performed in the hall of the Middle Temple
1603 - Queen Elizabeth dies, James VI of Scotland becomes King James I of England
The Lord Chamberlain's Men become the King's Men

The end of the 16th century marked the beginning of Shakespeare?s most prolific period. Shakespeare was writing poems and plays when he was disparagingly condemned in a 1592 pamphlet that was distributed in London. Attributed to playwright Robert Green, the pamphlet titled "Groats Worth of Wit" attacked Shakespeare as an "upstart crow";

"Yes trust them not: for there is an upstart Crow, beautified with our feathers, that with his Tyger's hart wrapped in a Player's hyde, supposes he is as well able to bombast out a blanke verse as the best of you..."

While Green's criticism didn't slow Shakespeare down, the plague that hit London threatened to thin out theater crowds. By 1593, the plague caused many to flee the teeming city for the cleansing airs of open country. Theatres were often shut down due to concerns for public health and forbidden to open for stretches at a time. Shakespeare probably spent these dark days traveling between London, Stratford, and the provinces, which gave him time to pen many more plays and sonnets. Shakespeare became a sharer in the troupe The Lord Chamberlain's Men in 1594.

In 1596, Shakespeare's only son, Hamnet, died at age 11. In the next few years after this tragedy, it is believed that Shakespeare began work on one of his greatest tragedies, Hamlet. Also in 1596, Shakespeare took his father, John, to London to try and acquire the status of gentleman for him. In Elizabethan times, this badge of social advancement was acquired by proving the past achievements and loyalty of one's family. Twenty years earlier, John had made his own application, which had been unsuccessful. With Shakespeare's help the family finally gained a coat of arms beneath which appears the motto "Not without right." The ideas of class, status, and moving up the social ladder are all explored in Twelfth Night which Shakespeare started writing a few years later.

In the winter of 1598-9, after a long-running dispute with their landlord, Shakespeare and his partner Richard Burbage dismantled the Theatre in Shoreditch where they had been performing. They moved it across the river to Bankside where it re-opened as The Globe.

While The Globe would be the artistic home of productions of Hamlet, Julius Caesar,
and Othello, the first performance of Twelfth Night on record occurred at the hall of the
Middle Temple. An account of the show comes from the diary of John Manningham who
attended the performance on February 2, 1602. His entry reads:

At our feast wee had a play called Twelve Night, or what you will, much like the commedy of errores, or Menechmi in Plautus, but most like and neere to that in Italian called Inganni. A good practise in it to make the steward beleeve his lady widdowe was in love with him, by counterfayting a letter as from his lady, in
generall termes, telling him what shee liked best in him, prescribing his gesture in smiling, his apparaile...and then when he came to practise making him beleeve they tooke him to be mad.

Twelfth Night proved a success, and Shakespeare continued to write for Lord Chamberlain's Men. When Queen Elizabeth died in 1603, James I ascended to the thrown. In this same year, Lord Chamberlain's Men, who performed most of Shakespeare's plays, became the King's Men.

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Fun Facts:

To make one of the characters appear fat, there is a “fat suit” that is composed of 2 T-shirts padded in between and sewn together.

17 pairs of shoes are used in the play.

Director's Statement

"If music be the food of love, play on," and so begins Shakespeare's Twelfth Night, a romantic comedy, darkened by separation, longing, loss, and love unrequited. Twelfth Night screams the blues, and blues music was my true point of entry in to this world of over indulgence and make believe. I love how Viola cracks apart this world of selfdeceivers, and before order is restored we must follow these journeys of misdirected yearning and be reminded that "nothing that is so, is so."

Gender and identity are grossly malleable; I am intrigued with how the play raises these questions. With a gender-bent protagonist whose self-effacement disrupts the status quo, how do we understand romantic love? Twelfth Night reveals how in serving our imperfect humours–"what I want" (liver), "what I need" (brain), or "what I feel" (heart)–we make the choice to mask our loneliness, give ourselves over to it, or strike a balance between the two. I hope Twelfth Night will give the audience an enticing look at how one person?s choice, in a world of misguided others, can shape and change a community. I also truly hope this musical play will cultivate an appreciation for Shakespeare and future audiences.

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Fun Facts:

The bride’s veil in the wedding scene is 7 feet long.

289 light fixtures are being used for this play.

"What decade, friends, is this?" - Twelfth Night's themes and the 1920's

Inspired by the themes of lovesickness, melancholy, and yearning present in Shakespeare's Twelfth Night, the director and the creative team of this production decided to set the action of the play in the 1920's. Below, themes and ideas addressed in Shakespeare's play are connected to the "Roaring Twenties."
Shakespeare would have been aware of the real Illyria located off the coast of the Adriatic Sea (which is now Croatia and Albania). However, it was an area that most Elizabethans knew little about and would have been considered a mysterious and exotic locale for Shakespeare's story. Though Olivia and Orsino act for the most part like English nobles, placing them in Illyria allows Shakespeare greater freedom in exploring
transgressive desires. In Illyria, decadence and passion rule supreme over its lovesick, drunken, and disorderly inhabitants. Our production is still set in Illyria, but it has been moved out of Shakespeare's time and into the 1920's. The image of excess and self-indulgence we have come to associate with the "Roaring Twenties" mirrors the world of narcissism and lovesickness Viola encounters upon entering Illyria.

In Shakespeare's day, it was common for lower class people to enjoy and brew their own ale or beer. Ales were brewed with malt and water, while beer contained hops which gave it a bitter flavor. Nobles and the gentry usually drank wine.

In the 1920's, alcohol was a contested topic. The 18th amendment passed in 1919 prohibited the manufacture, sale or transportation of intoxicating liquors in the United States. Immediately, speakeasies and other illicit bars cropped up offering illegal liquor. Moonshiners created their own distilled liquors and bootleggers distributed the goods. Prohibition caused the price of liquor to rise considerably. The rich could throw cocktail parties, but working-class men often made their own beer, wine, and moonshine. For our production, the backdrop of prohibition adds to the tension between the publicly drunken Sir Toby and the rule-abiding Malvolio.

Society in the Elizabethan period in England followed a strict social order ranking the monarch above all. The queen was believed to be God's representation on Earth. Below the Monarch on the pecking order was the nobility. Nobles inherited their titles, but with the honor came financial burden. Nobles had to house visiting nobility at their own expense and keep up fashionable appearances and estates. Sometimes nobles would be honor rich and cash poor, which explains why Sir Toby always dips into Sir Andrew's pockets for ale money.

Below the nobility was the gentry class which included squires, gentlemen, and gentlewomen who did not inherit titles, but were often wealthy landowners. Next in line was the yeoman class which included landholding free commoners (such as farmers, tradesmen, and craft workers). This class would also include domestic workers, such as Malvolio. The laboring class were commoners who did not own their own land, and toiled to earn their living.

The 1920's are known as a swinging decade full of decadence, wealth and excess. However, the prosperity of the "Roaring Twenties" did not reach all demographics or classes. Farmers, teachers, domestic servants, and other people in working class positions did not enjoy the kind of wealth usually associated with the Jazz Age. Social classes were divided among economic lines. Advertisers used imagery to reinforce the division of an elite class (the haves) and those who were trying to break into it (the have nots). Advertisement illustrations pictured an American social aristocracy unflinchingly labeled as "high society", "the rich" or "the wealthy."

Just as Elizabethan nobles had to pay to keep up appearances, so too did the elite class in America. Their burdens included staffing and maintaining homes, throwing lavish parties, and travel. Orsino and Olivia easily fit into this idea of the 20's elite. In the domestic sphere, servants in affluent households began acting like organized labor, demanding greater wages and more respect. This bucking of order, dubbed "the servant problem," exasperated many heads of households who wondered why their hired help weren't content with the perks they had. Malvolio's dreams of moving up in respect and social status are reflected in this idea of the "servant problem."

Music was popular among all classes in Shakespeare's England. The lower classes enjoyed catches (rounds) while the upper classes listened to part songs (more complex songs in which several melodies were sung or played by instruments all at once). Sir Toby and Sir Andrew, though of a higher class, ask Feste to sing a catch in the play. Music, in this instance transcends, class. This was also true in the 1920's. The blues and jazz swept the nation in the 1920's and appealed to Americans across economic and racial lines. Blues arose from African American musical traditions including field hollers, work songs, ballads, and rags.

For our production, music underscores the tension between being true to oneself and living in a world of affected fantasy. Sound Designer Nick Keenan believes many of the characters in Illyria are full of self-delusion and narcissism. Those ideas play themselves out sonically through a polished and glitzy jazz sound. Keenan explains, "Historically, this period of Jazzy glitz is another example of white artists popularizing historically black music for a white audience. It's proper, high-status, and, from that perspective, a complete sham." He adds, "in contrast [to the jazz], we have the pure music of the "Fool" which we hear through Feste and Fabian. It's honest, loose, and bittersweetblues...it's true to itself and works because it has an emotional integrity and selfknowledge."

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Designer Interviews (podcasts)

To listen to the interviews with the production designers, click on the name below:

Costume Designer Erin Amelia White

Lighting Designer Jessica Greenberg

(Thanks to Luke Reed for original music)

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Fun Facts:

More than 500 cuts of different lighting gels are used for the play.

The design of the priest’s chasuble in the play is an actual design that was made by June Gaeke, the costume design professor at the UMass Department of Theater, for a priest at the local church.

Dude Looks Like a Lady - Casting Twelfth Night

Casting plays a huge role in Twelfth Night and affects an audience's interpretation of the relationships (romantic and otherwise) played out on the stage. In Elizabethan England, young boys played all female roles in plays because women were prohibited from performing on the stage. For Twelfth Night, this meant a young boy (the actor) played a young girl (Viola) dressed as a young boy (Cesario). Other unique casting choices for Twelfth Night have been explored since the Elizabethan era. One production, staged in 1865, had actress Kate Terry playing the roles of both Viola and Sebastian (no mention was given on how the final scene between those two characters was staged). In that same production, a female actor was cast as Feste.

Although Viola has been the domain of renown actresses for some time (including Dame Judi Dench, Vivien Leigh, and Jessica Tandy) all-male productions have reappeared in recent years. The Globe Theatre in London put on an all-male Twelfth Night in 2002. In 2006, an all-male Russian cast performed the play with English supertitles and toured around the U.S. Director Edward Hall says using an all-male cast provides a new way to tap into the text and achieve authenticity. This trend is not as simple as a return to Shakespearian tradition, however, because grown men, not boys, are used in the female roles. However, it does add a layer of complexity to contemporary productions of Twelfth Night to see a male playing a female dressed as a male. Supporters of this style of casting claim it offers a chance to explore the emotions of the characters, the pure desire of one human being for another regardless of gender. Hall argues, "...it's amazing how little the gender of these characters matter. You just play them as people."

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Twelfth Night Production History

While Twelfth Night has been performed countless times in the last 400 years, certain trends in interpretation and staging have emerged across the centuries. Generally, Twelfth Night was well-received in Shakespeare's time with audiences delighting in the comedic aspects of the play. The earliest account of Twelfth Night on the stage comes from the diary of John Manningham who attended a performance on February 2, 1601. He writes:

At our feast wee had a play called Twelve Night, or what you will, much like the commedy of errores, or Menechmi in Plautus, but most like and neere to that in Italian called Inganni. A good practise in it to make the steward beleeve his lady widdowe was in love with him, by counterfayting a letter as from his lady, in generall termes, telling him what shee liked best in him, prescribing his gesture in smiling, his apparaile...and then when he came to practise making him beleeve they tooke him to be mad.

Here, the most memorable moment for Manningham is centered on comedy (Malvolio, it seems, has always been a character ready to steal the show). The center of gravity in Twelfth Night has slowly shifted over the centuries from comic to more melancholic. The 20th century trend has been to straddle the two and present a comedy that does not shy away from its darker tones.

Changing interpretations of two supporting roles, Malvolio and Feste, have come to color the overall tone of productions in the last 100 years. Until the latter part of the 19th century, Malvolio was mainly portrayed as a curmudgeon and one deserving to be the butt of the joke. The shift has been to raise Malvolio out of the role of merely an uptight buffoon and into a one of dignity. Accounts of Henry Irving playing the role at London?s Lyceum Theatre in 1884 suggest the actor tapped into the tragic nature of Malvolio?s suffering. This trend continued through the 20th century with actors (such as Laurence Olivier) playing the part so that the audience might sympathize with the "much abused" Malvolio. The severity of his suffering and the venom in his revenge can cast a dark shadow over the play. Feste has become the vehicle to draw the audience into
the more melancholic elements running through Twelfth Night. Scholar Karen Greif contends that since Harley Granville-Barker's 1912 production, Feste has become "the personification of its melancholy undertone: a poignant mediator between the illusions of romantic comedy and the realities of human existence."

The transition away from sweeping romantic/comedic interpretations to a more cynical/ realistic view was already well under way by the mid-twentieth century. John Barton's Twelfth Night (1969-70) explored the idea of whether getting "what you will" will ultimately lead to fulfillment. Reviewer Benedict Nightingale concluded that it was "Barton's peculiar and perverse achievement to send us out of Shakespeare's 'happiest comedy' feeling that neither [Olivia and Orsino] nor anyone else will live happily ever after." Modern productions tend towards a greater exploration of the desires that cross ideas of gender and sexuality (and the idea of whether the couples are truly satisfied with the sex of their partner at the play's end).

The trend towards the melancholic has not been without exceptions. A production of Twelfth Night at Oregon Shakespeare Festival in 2010 focused on the light comedic aspects of the story. It emphasized the undercurrent of lust (rather than melancholy) running through the play with brightly colored cod-pieces and suggestive staging. Chicago Shakespeare's Twelfth Night allowed its characters to frolic in a giant pool - the main element of the set. The water nearly became a character as it sloshed out of Andrew Aguecheek's pumpkin pants and added to the hilarity of the show. Twelfth Night offers its directors a wealth of entry points into the play, whether through melancholy, romance, or comedy. The final staging and tone of the show truly depends on the director's will.

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Fun Facts:

One of the actors has only 5 minutes to change into a costume, which he will wear for 4 minutes on stage.

It took 2 days and 11 people to hang, set up and circuit all the light fixtures for the play.

Twelfth Night: Modern Film Adaptations

The story of Twelfth Night has inspired many filmmakers in recent years. After all, it has romance, adventure, and comedy. There is something for everyone.

In 1996, a film of Twelfth Night was made with an all-star cast that includes Helena Bonham-Carter as Olivia, Imelda Staunton as Maria, Ben Kingsley as Feste, and Richard E. Grant as Sir Andrew, and was directed by Trevor Nunn, the famed director of the Royal Shakespeare Company. This adaptation is considered to be true to Shakespeare's script.

1998's Shakespeare in Love is arguably the most famous film to be inspired by Twelfth Night. It tells the story of Lady Viola, who, despite her high status, finds no greater pleasure than enjoying a performance at the theater, a past time of peasants. Her fiance, Lord Wessex, takes great issue with Viola's fondness for theater, particularly William Shakespeare. She secretly dresses up as a man, auditions for, and gets cast as the very first Romeo in Romeo and Juliet. When Shakespeare discovers Viola's secret, he falls in love with her. Soon, Romeo and Juliet is mirroring their own off-stage romance. Though they fight for their love, Viola is forced to marry Lord Wessex, and leave for the New World. Viola finds her way ashore after a shipwreck that kills Lord Wessex, and everyone else aboard, save Viola. This, according to the film, becomes the inspiration for Twelfth Night. Gwyneth Paltrow won an Oscar for playing Viola. The cast also includes many film stars, like 2010 Oscar winner Colin Firth, Imelda Staunton, Ben Affleck, Geoffrey Rush, Rupert Everett, Tom Wilkinson, and Dame Judi Dench.

In 2006, Amanda Bynes starred as Viola in She's the Man. The film focuses on the comedy of Twelfth Night, transporting it to the world of modern-day American boarding schools. After Viola's older brother, Sebastian, abandons Illyria Academy to start a music career, and Viola's school cuts its girls soccer team, Viola dresses as her brother, so she can play on the soccer team there, as a boy. With the help of her soccer-star
roommate, Duke, Viola makes the boy's team at Illyria. His only apparent flaw is his inability to ask out the blonde and beautiful Olivia. Despite her developing feelings for Duke, Viola agrees to help Duke. Unfortunately, Olivia falls for Viola, dressed as Sebastian. At the big game against Viola's old school, Sebastian arrives, confusing everyone, especially Olivia, who had kissed Sebastian, thinking it was Viola as
Sebastian. With reassurance that Sebastian is a good guy, he and Olivia get to know each other, while Duke and Viola end up together. The cast, besides Amanda Bynes, includes Channing Tatum as Duke.

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