Rosalind, daughter of the deposed Duke Senior, is exiled from the court by her wicked uncle. Disguising herself as a young man and accompanied by her cousin Celia and their loyal fool Touchstone, she takes refuge in the Forest of Arden. There she meets young Orlando with whom she is in love, but her male disguise complicates matters, expecially when Rosalind finds she has unwittingly attracted the shepherdess Phebe.

Proteus loves Julia in Verona, Valentine loves Silvia in Milan. But when Proteus meets Silvia, he falls for her too, and the heartbroken Julia sets out in pursuit.