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Demetrius and Helena happen to stumble into Oberon's path. He feels sorry for Helena and he decides to use the same love potion to make Demetrius love Helena. He sends Puck to complete this task but Puck finds the wrong couple. He gives the love potion to Lysander by mistake, who wakes, sees Helena and falls in love with her. Lysander abandons Hermia to follow Helena.

When Oberon finds out Puck has made a mistake, he sends him to correct it. Puck then gives the potion to Demetrius, who also sees Helena and falls in love. Helena then believes both men are being mean and teasing her, and that Hermia has organised the trick. Hermia does not know what to think and feels cruelly abandoned by Lysander.

To stop the mortals fighting the faeries create a fog and put the humans to sleep. Finally they pair the lovers together, Hermia with Lysander and Demetrius with Helena. Oberon feels sorry for what he has done and frees Titania from the spell.