Quince, Bottom, and the other aspiring actors gather in the woods to practice their play. They know that their audience will consist mostly of nobles, aristocrats, and other important people of Athens, so they consider whether they should adjust the more humorous or rude sections of the play to account for the delicate feelings of any female spectators. Bottom in particular insists on changing parts of the play. He is worried that the death by suicide of Pyramus and the roar of the lion will overwhelm any women present, potentially leading to the actors’ execution. The actors decide to include a long, rambling prologue to explain to the audience that the play is not real. They also decide to clarify the play’s nighttime setting and to have one of their members play the wall that separates Pyramus and Thisbe while another plays the moonlight.

Puck arrives and watches the actors rehearse. He is astonished by their inability to act. As he watches, Bottom stumbles to the side of the clearing and vanishes out of sight of the other actors.