Duchess Senior has been usurped by her sister Duchess Fredericka, and is living in exile in the Forest of Arden, along with a band of loyal followers. Her daughter Rosalind remains behind at the Court as companion to her cousin Celia, Fredericka's daughter.
Orlando de Boys, son of the late Sir Rowland de Boys, is forced to work on his elder brother Oliver’s farm, and is denied the privileges that belong to a gentleman. Orlando attempts to win freedom from his brother’s rule by entering a wrestling match at Fredericka's court, and it is here that he and Rosalind meet and fall in love.
The Duchess Fredericka banishes Rosalind, giving no other reason than that Rosalind cannot be trusted. Celia, refusing to be parted from her cousin, goes with Rosalind to seek Duchess Senior in the Forest of Arden. They decide it is safest to go in disguise - Rosalind dresses as a man and takes the name Ganymede and Celia dresses as a country wench and calls herself Aliena. The court fool Touchstone is persuaded to join them.
Orlando learns that his brother Oliver plans to kill him, so he also escapes to Arden, finding sanctuary with the exiled Duchess and her companions, including the melancholy, worldly wise Jaques.
Duchess Fredericka, enraged at the loss of her daughter Celia, hears rumours that Orlando has helped the two women escape, so sends Oliver to find his brother on pain of death
Back in Arden, Orlando sets about filling the forest with love poems written to Rosalind. He and Rosalind meet, but he does not recognise her through her disguise. Rosalind tells Orlando she can cure him of his love-sickness by pretending to be his mistress and letting him woo her – Orlando agrees.
Silvius, a shepherd, is in love with Phebe but his love is unrequited. Instead, Phebe falls in love with “Ganymede”, little knowing “he” is a woman in disguise. Touchstone has also found love with the goat-herd Audrey and together they try to find a suitable time and place to get married.
Oliver get’s lost in the forest and is rescued from wild beasts by his brother Orlando. The two brothers a reconciled and Oliver, meeting “Aliena” for the first time, fall instantly in love with her – and the feeling is mutual!
On the day before Oliver and “Aliena’s” wedding Orlando declares he can no longer pretend that “Ganymede” is his beloved Rosalind. Phebe declares her love for “Ganymede” and Silvius protests his love for Phebe. Rosalind tells all three to return the next day where, by some mysterious power, she will ensure that all three get their hearts desire …