Duke Frederick (Felix Aylmer) has usurped and deposed his older brother, Duke Senior (Henry Ainley). Frederick allows the exiled Duke's daughter, Rosalind (Elisabeth Bergner), however, to stay, as she is the closest friend of his daughter, Celia (Sophie Stewart). Orlando (Laurence Olivier), who has been forced to flee his home due to the oppression from his brother, Oliver (John Laurie), comes to the Frederick's Duchy, and enters a wrestling tournament. On leaving the Duchy, Orlando encounters Rosalind, and it is love at first sight. Frederick then becomes angry, and banishes Rosalind. Celia decides to accompany her, along with a jester, Touchstone (Mackenzie Ward).