As dawn approaches, Eglamour doesn’t doubt that Silvia, who is motivated by love, will miss her opportunity to abscond in search of Valentine. Sure enough, Eglamour sees Silvia approaching. As they exchange greetings, Silvia, who fears that she is being spied upon, urges haste and secrecy in leaving the city. Eglamour assures her that on account of the forest’s proximity it won’t be long before they’re whereabouts will be as good as unknowable.
As Thurio asks a number of questions as to Silvia’s true feelings for him, Proteus humors Thurio, assuring Thurio that Silvia finds his face fair and his pedigree admirable. To ensure plausibility, Proteus mixes in a number of Silvia’s objections, one which includes Silvia’s distaste of Thurio’s discourse on war. Meanwhile, Julia, who is also present and who is disguised as Sebastian, disparages Thurio on every point with snide remarks aside. Presently, the Duke of Milan appears to inform them of Silvia’s having absconded to join Valentine, with Eglamour’s help. The Duke orders them to meet him at the foot of a mountain which leads to Mantua where they will go together to bring back Silvia. Thurio resolves to join the Duke not so much because he loves Silvia but because he wants to exact vengeance on Eglamour. As for Proteus, he resolves to join the Duke on account of his love for Silvia. And, as for Julia, she resolves to join the Duke to foil Proteus’ love for Silvia.
In the forest, Silvia has been taken captive by outlaws who assure her that their leader to whom they will be taking her is an honorable man and will treat her well. Silvia laments her plight, but resolves to endure for Valentine’s sake. Meanwhile, Eglamour, who has managed to elude capture, is pursued by a few of the outlaws.
On account of being forced to separate from Silvia, Valentine ruminates on how living in the woods has given him more peace than living in a crowded city ever could have when a commotion draws his attention. Presently, Proteus, Silvia, and Julia appear on the scene. Valentine can’t believe his eyes, and though tempted to announce his presence, he manages to hold himself back. Apparently, Proteus has rescued Silvia from the custody of the outlaws, and though this should make this a happy occasion, Silvia makes it be known that she would have preferred to be in the outlaws’ custody than be rescued by Proteus. Indeed, Silvia rebukes Proteus for continuously soliciting her love when she had made it unequivocally clear that she is forever devoted to Valentine and that Proteus should be ashamed for perjuring himself vis-à-vis Julia and betraying his friend Valentine. Arguing that if he can’t have Silvia with fair words, then he will have to resort to force, Proteus begins to impose himself on Silvia only to be denied from doing so by Valentine who rebukes his erstwhile friend and curses fate for making his best friend his worst enemy.
Subsequently, Proteus offers Valentine his most contrite apologies, apologies which Valentine accepts. Inexplicably, Julia, who is disguised as Sebastian, faints and when asked what the matter is replies that she has neglected to give the ring that Proteus had asked her give Silvia. When asked to show it, Julia mistakenly shows the wrong ring, which wrong ring betrays her disguise. Julia takes the opportunity to reproach Proteus who is quick to his express his remorse and folly. Valentine, however, takes the opportunity to have them reconciled, and they reconcile.
Suddenly the outlaws arrive with the Duke and Thurio in custody. On account of the Duke, Valentine urges the outlaws to take it easy. Meanwhile, taking note of Silvia, Thurio claims her as his own only to be denied by Valentine who promises Thurio his death if he dares to claim Silvia in earnest. Arguing that he wouldn’t risk his life for a woman who doesn’t care the least about him, Thurio relinquishes his claim on Silvia. Consequently, the Duke rebukes Thurio for lacking conviction, and praises Valentine to the extent of accepting him as his son-in-law. The Duke promises Valentine that his privileges will be reinstated in Milan. Valentine thanks the Duke and asks him to be granted one additional favor: to forgive the outlaws for their offenses and to reinstate them to society. The Duke obliges Valentine, and as they return to Milan, Valentine relates the tale of love involving the page Sebastian whom Valentine hints is not who he seems.