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(Selected songs are indicated)

Valentine and Proteus are close friends. Valentine, seeking to be “tutor’d in the world”, goes with his servant Speed to Milan. Proteus, who is in love with Julia is also ordered by his father to leave for Milan with his servant Launce and Launce’s dog, Crab (Love is a Golden Ring). As soon as Proteus and Julia part, she disguises herself as a boy (Walk Like a Man) and hurries after him (I Will Follow Him). In Milan, Valentine falls in love with the Duke’s daughter, Sylvia.

When Proteus arrives in Milan, he becomes immediately infatuated with Sylvia (All Shook Up) and, in an ungentlemanly fashion, informs the Duke of Valentine and Sylvia’s planned elopement. Upon discovering a rope ladder under Valentine’s coat, the Duke banishes Valentine from Milan. While in the forest, Valentine then becomes the leader of a motorcycle gang (He’s a Rebel).

Julia, still disguised as a boy, hears Proteus serenading Sylvia and proclaiming his love to her (Who Is Sylvia?). Julia remains steadfast in her love for him (Maybe). Proteus takes the disguised Julia as his page and sends her as his messenger to Sylvia, who continues to reject him for the absent Valentine, whom she decides to follow into banishment (I Will Follow Him).

The Duke pursues his escaping daughter and is captured by the motorcycle gang. Sylvia is rescued by Proteus, who later attempts to force his love upon her. The watching Valentine attacks his friend for his treachery, then becomes very magnanimous and forgives Proteus. Julia/Sebastian reveals herself. Apologies are in order (I’m Sorry and Who’s Sorry Now) the outlaws bring in the Duke who pardons them and everyone lives happily ever after (Why Do Fools Fall in Love?).