For scene 1 of act 3, Titania is still asleep in the woods, but Bottom and the other actors have gathered nearby to rehearse their play. Bottom suggests that they write a prologue to the play, which he will personally recite, to let the audience know that no one will actually be harmed in the performance since he will use a sword to pretend to kill himself. Snout also worries that the women may be afraid of his performance as the lion, so Bottom suggests that he reveal his identity to the audience, so they know it is only a man acting as a lion. Then they decide that one of them will have to hold up a lantern to act as moonlight since Pyramus and Thisbe are supposed to meet under the moon. Also, someone will have to act as the wall that separates Pyramus and Thisbe during their conversation. Bottom then wanders off rehearsing his lines. When he returns, he has the head of a donkey, magically given to him by Puck the fairy, who has been watching these men rehearse. Bottom's friends are quite shocked by his new appearance and run away. Bottom is confused because he doesn't realize what has happened to his face. Bottom thinks they are making fun of him, calling him names in a teasing way. He then comes upon Titania who wakes up, looks at Bottom, and falls in love with him due to the potion on her eyes. Titania tells Bottom how beautiful he is and how much she loves him. Once again, Bottom is confused, but he enjoys the affection from Titania, so he goes along with it. Titania calls some of her fairy assistants, such as Peaseblossom, Cobweb, Moth, and Mustardseed, to attend to her new friend by bringing him food and taking care of him. Eventually, Titania grows tired of Bottom's ceaseless talking, so she decides to magically make him silent then they leave.

     In scene 2 Oberon, in a different part of the woods, meets Puck who tells him how Titania has fallen in love with the donkey-headed man that he helped create. Puck also verifies that he has put some of the potion on the Athenian man's eyes. Just then Hermia and Demetrius come by, and Oberon tells Puck that this is the man he meant. Puck agrees it is the woman he previously saw, but that is not the man that he put the potion onto. Hermia accuses Demetrius of killing her love, Lysander. Demetrius tells her that he has no idea where Lysander is nor does he care, so Hermia leaves. Demetrius decides he has grown tired, so he goes to sleep. Oberon then scolds Puck for putting the potion onto the wrong man's eyes. Oberon wants to fix the situation, so he asks Puck to go find the woman, Helena, whom this man is supposed to love. Oberon then puts the potion on Demetrius's eyes and Puck brings Helena to him. Lysander follows soon after trying to pursue Helena. Demetrius then wakes up and falls in love with Helena, so that both men are telling her how much they love her. After having no one love her earlier in the play, Helena is outraged by this unexplainable change in their feelings. Then the men try to convince each other to go back to Hermia, whom they both wanted to marry in act 1. Hermia comes to find Lysander saying that he wants nothing to do with her because he loves Helena. Incredibly hurt, Hermia does not understand why her love no longer wants to marry her even more confused by his insults as to her small stature. The men decide they should fight to see who deserves Helena and they leave. When Hermia is along with Helena, she tries to seek answers from her friend, but Helena trusts no one any longer and leaves her.

     Oberon and Puck witness this debacle, and Oberon knows they need to set things right. He decides to cause a fog to come so that the four Athenians will lose track of each other. Then he will, once again, make them fall asleep and put the potion on Lysander's eyes, so that he falls back in love with Hermia. When they wake up, it will all seem like a crazy dream. In the meantime, he will steal the young boy away from Titania and then remove the charm from her eyes so that she no longer loves Bottom with the donkey head. Puck imitates the Athenian voices to lead them in various directions then has them all fall asleep close by one another. Finally, he puts the potion on Lysander's eyes and leaves.