Sir Rowland de Bois has died and his oldest son, Oliver, has possession of his estate. Oliver denies his brother, Orlando, education and property.
Duke Frederick has stolen the dukedom from his brother, Duke Senior, and banished him to exile in the Forest of Arden. Frederick allows Senior's daughter, Rosalind, to remain in court near her best friend, Celia, Frederick's daughter.
Charles, a wrestler from Frederick's court, comes to town and learns Orlando wants to fight him. Charles does not want to wrestle a nobleman, but Oliver convinces him that Othello is dishonorable. Charles vows to crush Orlando.
Orlando beats Charles, and falls in love with Rosalind at the match. She tells only Celia of her feelings. But Orlando must flee the court to avoid Oliver's attempt on his life. He leaves for Arden.
Frederick banishes Rosalind, and she too flees for Arden, taking Celia and a court jester, Touchstone. Rosalind dresses as a countryman, Ganymede, and Celia dresses as a shepherdess, Aliena.
Frederick is enraged that Celia has left and orders Oliver to hunt down Orlando in the forest. Frederick also builds an army to destroy Duke Senior.
Orlando meets Duke Senior in the woods and joins his camp. Rosalind and Celia, still disguised, buy a cottage and run into Orlando. He confesses his love for Rosalind. She purports to have a cure for lovesickness, if he pretends that Ganymede is Rosalind. He agrees and the flirtations begin.
Phoebe, a woman in the forest, continues to reject Silvius, a young shepherd, and falls for Ganymede.
Orlando fails to appear for a lesson. Rosalind is crushed, but Oliver appears and says Orlando saved him from a lion. Oliver falls for Celia, still disguised
Phoebe becomes more persistent, and Orlando becomes tired of pretending that Ganymede is his love. Rosalind says she (Ganymede) will marry Phoebe and asks everyone to meet at the wedding.