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Proteus and Valentine, lifelong friends, each leave their rural hometown of Verona to experience life in the city of Milan. Valentine strikes out on his own, arriving first; he falls in love with Sylvia, and makes plans to win her hand. However, her father, the Duke of Milan, has betrothed her to the wealthy but undesirable Thurio. Antonio, a Veronese nobleman, then decides to send his son Proteus to the Duke's court in Milan, to experience a more well-rounded life. After his arrival in Milan, Proteus also sets his sights on Sylvia, disregarding his loyalty to both Valentine and Julia (his sweetheart back home). Valentine admits his own plans to elope with Sylvia. Proteus tells the Duke of their plans, gaining favor for himself - and causing Valentine's banishment from the court. Meanwhile, in Verona, Julia asks her maid Lucetta for help, in deciding upon which of the two she should fall in love with. Julia disguises herself as a man (Sebastian, a page) so she can travel to Milan to be reunited with Proteus. After arriving at court, she witnesses Proteus and Thurio wooing Silvia.
While traveling to Mantua, the exiled Valentine is kidnapped by outlaws, who have been banished also. They demand that Valentine become their king, but if he refuses, they intend to kill him; Valentine accepts. In Milan, Julia (disguised as Sebastian) delivers to Silvia the ring Proteus gave her, on his behalf (not realizing the page was actually his Veronese girlfriend). Silvia enlists her friend Sir Eglamour to help her escape her betrothal to Thurio, and to find Valentine instead. However, while traveling through the forest, they are overtaken by a band of outlaws. Eglamour runs away, leaving Silvia to fend for herself.
By then, the Duke, Proteus, and Thurio, along with the disguised Julia, organize a search party for Silvia. Proteus wrests Silvia away from the outlaws. Proteus demands that Silvia give him some sign of her favor for freeing her, but she refuses. He tries to rape her, but the hidden Valentine emerges and stops him. Proteus apologizes, and Valentine offers to give him Silvia as a token of their friendship. Then "Sebastian" (Julia) faints, revealing her true identity. Proteus decides he really loves Julia more than Silvia, taking her instead. The Duke realizes that Thurio is a thug, and recognizes Valentine is much nobler and should marry Silvia. Valentine asks for clemency for the outlaws, and suggests that his marriage to Silvia and Proteus' marriage to Julia should take place on the same day.
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