In a woodland clearing, Titania falls asleep after listening to the sweet lullabies of her fairy attendants. Enter Oberon, who executes his plan to make the queen "full of hateful fantasies." He puts some of the love-juice on Titania's eyes, bidding her to "wake when some vile thing is near." (Nice!) Curiously, Oberon does not seem to imagine that Titania would fall in love with a human, but rather a "thing" or beast -- he recites a spell that describes some of love objects he has in mind for her: "ounce [lynx], or cat, or bear, / Pard [leopard] or boar with bristled hair."
As Oberon leaves the sleeping Titania, the eloping Athenian couple, Lysander and Hermia, arrive in almost exactly the same part of the forest and lie down to rest for the night. Puck soon discovers the pair sleeping, and naturally figures that he has found the right Athenians. He drops the love-juice onto Lysander's eyes and hurries away. As luck would have it (this play is full of such coincidences), Demetrius - followed by Helena - soon arrives at that very spot as he continues to pursue Hermia. Demetrius does not see the sleeping couple, because he is too busy running as fast as he can to escape the clutches of Helena. Finally, Demetrius manages to lose his pursuer and takes off into the woods. Helena, tired out from her "fond chase," sits down to catch her breath. . . right next to the sleeping Lysander (this play is also full of people mysteriously unable to see each other!).
Helena, thinking that she is all alone, again begins to complain to herself about her miserable state. Again, she seems consumed by envy for her friend Hermia, the woman Demetrius loves: "Happy is Hermia, wheresoe'er she lies / For she hath blessèd and attractive eyes." After praising Hermia's beauty, Helena complains that she is, by contrast, "ugly as a bear, / For beasts that meet me run away for fear." Suddenly, Helena sees Lysander lying right next to her (she doesn't see Hermia). Worried that he is dead, she tries to rouse Lysander, and - presto! - he opens his eyes and falls madly in love with her, as indicated by his sudden desire to rhyme with her lines, love-poetry style:
Helena: Lysander, if you live, good sir, awake.
Lysander: And run through fire I will for thy sweet sake!
Helena, whose heart has already been broken by Demetrius's love for Hermia, naturally thinks that Lysander is mocking her with all this love talk. After all, Lysander is Hermia's fiancé, right? Why should he suddenly announce that "Hermia? No, I do repent / The tedious minutes I with her have spent."? Helena is confused and upset, and flees Lysander's advances to continue her pursuit of Demetrius. Lysander, taken over by the love-juice, abandons the sleeping Hermia, promising to "honor Helen, and to be her knight." Eventually, Hermia wakes up alone in the woods. She heads off in search of her missing fiancé, fearing that something terrible has happened. Of course, something terrible has happened: at this point in the play, Hermia loves Lysander, Lysander loves Helena, Helena loves Demetrius, and Demetrius loves Hermia. Bravo, Puck!
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