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In Verona, Proteus and Valentine (the two gentleman of Verona) discuss the qualitites of love. Valentine announces he is leaving for Milan. Separately, Valentine's servant Speed reports to Proteus that his love Julia gave no response to his letter to her. At Julia's house, her servant Lucetta givers her Proteus' letter, which Lucetta had hid from Julia. Although Julia tears it up and refuses to read it, she eventually pieces it together and shows her desire for Proteus. At Antonio's house (Proteus' father) Antonio and his servant Panthino discuss that it is time to gt Proteus out of the house; they decide he should go to the court of the Duke of Milan (where Valentine is). Antonio informs Proteus he is to leave the next day, surprising and depressing him.
In Milan, we learn Valentine and Silvia are in love, while Speed continues to jest and chide his master over the matter. Back in Verona, Proteus and Julia exchange rings and have a tearful goodbye. Proteus' servant Launce also prepares to leave, as he and his dog are to accompany Proteus. In Milan again, Thurio and Valentine trade witticisms as both woo Silvia, though she obviously loves Valentine, while her father, the Duke of Milan prefers Thurio. The Duke then announces that Proteus has arrived from Verona. All meet him, and Proteus immediately "falls in love" with Silvia, instantly forgetting his promised love to Julia. Valentine tells Proteus he is in love with her, but Proteus hides his feelings for her, actually questioning the appropriateness of his new emotions in private. In a street, Speed meets Launce and his dog and they trade witticisms. Alone, Proteus agonizes over his new love. He decides to forget Julia and to pursue Silvia. In order to get rid of Valentine, he plans to inform the Duke of Valentine and Silvia's plans to elope that night, hoping to get Valentine banished and create a less obstructed path to Silvia. Back in Verona, Julia tells Lucetta of her plans to travel to Milan, disguised as a male page. They immediately start packing.
Back in Milan, Proteus informs the Duke of Valentine's plans. Separately, the Duke encounters Valentine on his way to Silvia's room. He coyly reveals Valentine's plot by pretending himself to be in love with an unattainable woman. Upon discovering a letter of intent and a rope ladder on Valentine, the Duke banishes him from Milan. Proteus and Launce come across him. Proteus wishes him well and promises that he can write letters for Silvia and address them to Proteus, and he'll deliver them. They leave and Launce reveals he's starting to think Proteus is using Valentine to get to Silvia. Speed meets Launce and they again joke around as Speed reads a love letter describing Launce's new love for a milkmaid. At the Duke's palace, he and Thurio explain to Proteus how depressed and sullen Silvia is. Proteus states that he will try to cheer her up by slandering Valentine and praising Thurio, to which the Duke agrees.
In the forest between Milan and Verona, several outlaws ambush Valentine and Speed on their way back to Verona. Upon hearing Valentine is banished from Milan (he says for killing a man), they ask him to join them in crime and become their commander, or die. Of course, he joins. Back in Milan, Proteus reveals that his wooing of Silvia is going poorly, since she constantly scolds him for foreswearing both Valentine and Julia. This causes Proteus to love Silvia even more. Thurio appears with musicians to play beneath Silvia's window. In hiding, Julia appears disguised as a boy and sees her love Proteus singing love verses to Silvia, causing her to become extremely depressed. Her host tells her he has heard from Launce that Proteus is deeply in love with Silvia. Julia then overhears Proteus yet again give praises of love to Silvia, but she again curses him for being false to Julia and Valentine. Proteus tells her they are dead, but she will not be moved. In defeat, he asks for a picture of her that he may be with her through it. Reluctantly, she promises to give it to him. Julia heads to bed in tears. At Silvia's room, she meets sir Eglamour and asks him to accompany her through the forest on a journey to Verona to seek out Valentine; he agrees and they will meet at Friar Patrick's cell the next evening. Separately, Launce relays that he tried to give Silvia the dog Proteus sent to her, but the hangman's boys stole the dog, so he presented his own log (Crab) to her. She, of course, refused it and sent Launce away. Proteus learns of this and, in anger, sends Launce to try again. Proteus then speaks with Julia, disguised as a servant named Sebastian. He gives her his ring (given to him by her) to give to Silvia. He leaves and Julia approaches Silvia. Julia gives her a letter from Proteus and the ring, but Silvia will not accept either, explaining she will not hurt Julia anymore than Proteus already has betrayed her. Julia (as Sebastian) begins to weep and tells Silvia it is for Julia's loss. Silvia gives Julia her picture for Proteus, and some money to be given to Julia. Alone, Julia vows to stay loyal to Proteus, since she still loves him, and she will try to sway his love back toward her.
At the abbey in Milan, Eglamour meets Silvia and they head for the forest. At the palace, Proteus tells Thurio he cannot sway Silvia's love to favor him. The Duke appears and declares Silvia is fled with Eglamour to Mantua (he knows this since he had spies trailing them); all pursue. In the forest, the outlaws capture Silvia while Eglamour flees with more outlaws in pursuit of him. They leave to bring her to Valentine. Separately, Valentine ponders his solitude when Proteus, Julia (as Sebastian), and Silvia appear, Proteus having rescued Silvia from the outlaws. Valentine hides and overhears Silvia continue to curse Proteus, even though he rescued her. Proteus swears he'll force her to love him, but Valentine appears and rescues Silvia from him. Proteus, in shame, asks Valentine's forgiveness and he grants it. Julia reveals herself and Proteus newly finds his love for her and promises himself to her. The outlaws appear with the Duke and Thurio as their prisoners. Thurio, in fear of Valentine, withdraws his suit for Silvia's hand. The Duke, seeing Thurio is a coward declares Valentine is forgiven and may have Silvia. Valentine rejoices and asks the Duke to also forgive all the outlaws and cancel their banishment. This too, the duke agrees to. All rejoice and return to Milan, Valentine and Silvia planning to marry alongside Proteus and Julia.
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