In the woods, a group of fairies gather around a hobgoblin, Puck. The king and queen of the fairies, Oberon and Titania arrive. They argue over a young Indian boy, given to Titania by the boy's mother. Oberon wishes to make him into a knight but Titania refuses.
For revenge, Oberon sends Puck to get a magic flower, which makes people fall in love with the first creature they see upon waking. He hopes to distract her, in order to get the boy.
Unseen by Oberon, Demetrius and Helena stumble into his path. Demetrius wants Helena to leave because he does not love her. Oberon tells Puck to fix the situation by planting the magic juice onto Demetrius.
When Titania settles down for a sleep, Oberon plants the magic juice into her eyes. Elsewhere, Puck encounters Lysander and Hermia, who are resting. Puck assumes that this must be Demetrius and plants the magic juice into Lysander's eyes.
Shortly after, Demetrius, followed by Helena, run into the same area. Demetrius storms off again, leaving Helena to find Lysander on the floor. When she wakes Lysander, he instantly falls in love with her. A disbelieving Helena runs off, with Lysander chasing her.
Hermia eventually awakes; startled by a bad dream. Realising that Lysander has gone, she runs off to find him.