Complications ensue: Basilius falls in love with "Zelmane the Amazon," while his wife, seeing through the disguise, falls in love with the real Pyrocles. To escape this tangle, Pyrocles arranges to meet both the king and queen in a cave — but he leaves them to run into each other, while he pursues his own suit to Philoclea. Musidorus, meanwhile, wants to elope with Pamela.
As the story unfolds, complications arise: Basilius falls for "Zelmane the Amazon," while his wife recognizes the disguise and falls for Pyrocles. To resolve this complicated love life, Pyrocles arranges a private meeting between the king and queen in a cave — but he allows them to discover each other's true identities, while pursuing his own romantic interest in Philoclea. Meanwhile, Musidorus secretly plans to marry Pamela.