The exiled Duke and his men have made a home for themselves in the Forest of Arden, away from the intrigue and dangers of life at court.
Amiens entertains the Duke's men with a song and Jacques sings a song of his own as well.
Celia tries to comfort her cousin Rosalind, who is upset about the fate of her banished father, and they watch the fight between Charles and Orlando, where Orlando wins but is banished by the Duke.
Orlando, the younger son of the deceased Sir Rowland De Bois, confronts his brother Oliver and demands some of his inheritance before challenging the wrestler Charles to a fight before the new Duke.
The angry Duke Frederick has not been able to find Orlando and instead arrests Oliver and tells him to bring Orlando to him within a year.
Orlando's brother arrives to tell Rosalind and Celia how Orlando saved his life from a lion and was injured in the process.
Rosalind has fallen in love with Orlando and, when the Duke arrives to order Rosalind to leave the court, Celia decides to go with her cousin rather than stay with her father.
Touchstone has fallen in love with a goatherd called Audrey and asks her to marry him.
Duke Frederick learns that Celia and Rosalind have run away and he thinks Orlando has helped them escape.
Rosalind and Celia have arrived in the Forest of Arden dressed as a man called Ganymede and a shepherdess called Aliena and they meet two shepherds who help them find a place to live.
In yet another part of Arden Forest, Orlando leaves old Adam in a sheltered place and goes to find some food.
Orlando has written love poems to Rosalind, and Ganymede suggests that he can cure his lovesickness if Orlando treats ‘him' as the woman he loves.
Touchstone and Audrey are still trying to find a clergyman to marry them and Touchstone frightens away another of Audrey's suitors called William.
Corin tells Rosalind and Celia to see a performance of ‘true love' and ‘proud disdain' as Silvius tries to talk to Phoebe.
The Duke's men have just killed a deer and Jaques and the forester sing a hunting song.
Silvius begs Phoebe to return his love, but Phoebe scorns him and instead falls in love with Ganymede.
As the Duke and his men are about to eat, Orlando arrives to try take food by force but is invited to join them and to bring old Adam so that he can eat as well.
Orlando discovers that Oliver and Aliena have fallen in love at first sight and Ganymede promises that when they are married he shall also be married to Rosalind and furthermore that Silvius and Phoebe will also marry their true loves.
Two of the Duke's pages sing a song for Touchstone and Audrey about lovers in the spring-time.
In a witty speech, Rosalind asks the audience for their approval and their applause in a witty speech which, spoken by a male actor, furthers the gender confusion of the main plot.
Orlando insists that he is in love with Rosalind and he and ‘Ganymede' are married in a mock ceremony conducted by Celia.
In the presence of the Duke, Rosalind fulfils her promise of marriage for Orlando by discarding her disguise and the four pairs of lovers are married as news reaches them that the new Duke has relinquished the crown and the old Duke is restored to his kingdom.
Orlando returns to Oliver's house and old Adam warns him that Oliver intends to kill him, so they both escape with the money Adam has saved.