Young friends Valentine and Proteus say farewell to one another as Valentine heads off for college, while Proteus is happy to stay home, as he is madly in love with his girlfriend, Julia. He has asked his pal, Speed, to deliver a letter, and find out whether Julia likes him (how Middle School of them!!), but Speed is not the greatest go-between. Meanwhile, Julia’s friend, Lucetta, gives her the letter from Proteus. Despite Julia’s outward nonchalance, she is delighted to have proof of his love for her.
Unfortunately, thanks to the gossipy Panthino, Proteus’ father Antonio decides that his son needs to stop being idle and sends him to follow Valentine, joined by Lance, his pal, and Lance’s dog Crabb.
Meanwhile, Valentine has fallen in love with Silvia, daughter of the Duke (AKA the President of the college). Speed, Valentine’s quick-witted page, helps Valentine realise that his love is reciprocated. Proteus, who had earnestly exchanged rings and vows of faithfulness with Julia before leaving home, arrives, sees Silvia and immediately decides that she is the woman of his dreams.
The Duke has decided to marry off his daughter to the rich and ridiculous Thurio, so Valentine decides to elope with her. However, the jealous Proteus tips off the Duke, and he discovers Valentine with a letter and a rope latterr. Valentine is banished for his scheming and leaves the court with Speed as his companion. In his absence, Proteus pretends to support Thurio, but is, in reality, wooing Silvia. They concoct a plan where Proteus will perform a love poem to help Thurio win her. The fact that Thurio thinks this is a great idea is … well, there’s a reason Silvia isn’t interested!! By the way, Silvia is not interested in Proteus either, and urges him to remember Julia.
In contrast with all this love nonsense, Lance consults with Speed about a potential marriage of practicality and convenience.
Back at home, Lucetta has helped Julia to disguise herself as Sebastian to find Proteus. They meet at the coffeehouse, after Proteus performs the love poem for Silvia, but he doesn’t recognize her … I mean, she is wearing a hat!!! He immediately enlists her to help him in his pursuit, sending her to collect a photo promised by Silvia. Silvia, meanwhile, is pining for Valentine, and persuades Eglamour to accompany her in a search for him.
The banished Valentine is captured by a band of renegade outlaws who make him their captain. Silvia is also captured by the outlaws while Sir Eglamour escapes. The Duke and Thurio take Proteus (followed by Julia/Sebastian) in pursuit of Silvia. When they find her with the outlaws, Proteus rescues her. Despite Silvia’s protests, Proteus attempts to force himself on her, but Valentine stops him.
Julia overhears the young men’s argument and their eventual reconciliation. When she hears Valentine say that he is going to give Silvia to Proteus, Julia faints (or pretends to faint) in front of them. Proteus recognises the ring she carries as the one he gave to Julia. She takes off her hat, revealing her identity, and Proteus claims that he is again in love with her. The outlaws arrive with their captives, the Duke and Thurio. Thurio denies Silvia in response to threats from Valentine, and the Duke decides that Valentine is the better man, pardons the outlaws at his request, and grants him his daughter in marriage. The boys head off to celebrate their good fortune and the upcoming weddings … but what will Julia and Silvia do?