Alonzo is nephew and ambassador to Lorenzo. He presents Gonzaga with terms for peace: surrender of both his land and his daughter. Gonzaga rejects the offer. With Pisano, Alonzo captures the disguised Matilda. They tie her up and fight for her. Alonzo kills Pisano, but before he can rape Matilda, Hortensio enters and seemingly kills him. Octavio, Gothio, and Maria find Alonzo dying in the forest. They strip him of his purse. The father asks his daughter Maria what she wants to do with him. Maria used to be engaged to Alonzo, but he broke off the relationship when Octavio fell into disfavor. Alonzo did sleep with Maria and then broke his promise of marriage. No one would deny her revenge. Yet, she asks her father to save Alonzo, and further asks that she be allowed to tend him. Both are hopeful that, should Alonzo recover, he will marry Maria because she still loves him. As he recovers, Octavio visits him in disguise as a Priest. Alonzo unburdens his heart. He is ashamed of his past conduct, particularly with a maiden named Maria. Maria enters as a ghost, but she soon after reveals herself. Octavio gives him back his money as part of a dowry, and he marries Maria.
ASCANIO OR MARIA
Ascanio is a page in court, but he is really Maria in disguise. She has been rejected by Alonzo. She is also daughter to the banished Octavio. Ascanio is in the pay of Galeazzo, himself in disguise as Hortensio. She supplies him with information on Matilda, whom he loves. Hortensio leaves the captured Alonzo in her custody, but, without revealing herself, she asks him to recall his actions at old Octavio's house, and lets him go. Hortensio takes Ascanio to Octavio's house where she is immediately recognized as his daughter, Maria. He gives her an elixir to restore her failing health. Later, father and daughter will meet the dying Alonzo, who has been wounded in the forest. They steal his purse. The father asks his daughter what she wants to do with him. Alonzo did sleep with Maria, and then broke his promise of marriage. No one would deny her revenge. Yet, she asks her father to save him, and further asks that she be allowed to tend him. Both are hopeful that, should Alonzo recover, he will marry Maria because she still loves him. As he recovers, Maria enters as an apparition in white, but cannot go through with the charade. She reveals herself, and all is forgiven. For her dowry, Octavio gives Alonzo back his money. Alonzo then marries Maria.
BEATRICE
Beatrice is a waiting woman, serving Matilda. She and Ascanio first espy Hortensio, and allow him to meet Matilda, who is depressed over the coming war.
FARNEZE
Farneze is cousin to Gonzaga. He is wounded in the war. After the defeat of Mantua, he is ordered by Gonzaga to join Manfroy at St. Leo. He takes a disguise as a Florentine soldier in order to look for Prince Uberti, from whom he has been separated. When he again meets the prince, he gives up his disguise so that the prince may use it and thus escape. About to be executed for his crimes, a stranger walks in and demands the right of torturing Farneze himself. According to the stranger, Farneze killed his father and two brothers. Lorenzo grants the stranger's wish and leaves. The stranger turns out to be the Prince Uberti, who then cuts Farneze free. Together, they wound Martino and escape. Back at court, and always anxious to further Prince Uberti's claim over Matilda, he almost has the marriage of Matilda and Hortensio barred, citing an ancient law which allows royals to marry only other wealthy royals. His plan is thwarted when Hortensio reveals himself as Galeazzo, Duke of Milan.
GALEAZZO OR HORTENSIO
Galeazzo is the Prince of Milan, brother to the king, John Galas. He is in disguise as Hortensio, and is referred to by that name throughout. He takes the disguise to win honor in the upcoming war between Mantua and Florence by his own merits. If he can win enough glory for Mantua, he hopes to win the heart of Matilda. Beatrice, who notes his melancholy, lovesick looks, spots him. She learns from Ascanio that Hortensio is in love with Matilda. In fact, Hortensio has been paying Ascanio for information about her. He never approaches her but only watches from afar and sighs. They find this amusing and decide that he is just the man to cheer up Matilda. In their encounter, he asks only to be able to look upon her because to touch would be too presumptuous. Ascanio accuses him of being a eunuch, a line that takes on ironic import when we later learn that Ascanio is actually Maria in disguise. When Hortensio learns of his rivals (first the warrior Prince Uberti, and later the powerful Duke Lorenzo), he supposes that she will prefer them to his humble self. Yet, his princely behavior often shines through. When Alonzo comes from Tuscany demanding the immediate surrender of both Matilda and territory, Hortensio earns the Duke's respect by offering his military service in Mantua's defense. In the battle that ensues, he defeats Alonzo, but does not have the heart to kill him. He also saves Ascanio, by carrying him/her to the house of Octavio, where s/he is restored by aid of Octavio's elixirs. Walking in the forest, he encounters Alonzo about to rape Matilda, and wounds him grievously, seeming to kill him, thus saving Matilda and winning her heart. Martino briefly takes them captive. He presents them to Lorenzo, who frees them. The marriage of Matilda and Hortensio is almost barred on a legal technicality that requires royals to marry only other wealthy royals. The obstacle is removed when Hortensio reveals that he is Galeazzo, Duke of Milan.
GONZAGA
Gonzaga is Duke of Mantua and father to Matilda. He rejects Lorenzo's demands of territorial surrender and the enforced marriage of his daughter. He is quick to favor Hortensio, who offers his services in the coming war, but notes with disapproval that Hortensio addresses his betters with little respect. In the war itself, he again relies upon Hortensio's sword and bravery, earning the respect of Prince Uberti and Farneze. He orders Uberti and Farneze to join Manfroy in raising new forces. After the war, Gonzaga favors Lorenzo as his son-in-law, but allows his daughter to make her own choice.
GOTHIO
Gothio is Octavio's country servant. He attends Hortensio as he enters with a faint Ascanio in his arms. Gothio tries one of Octavio's potions and feels his nobility growing within him. When he returns with Octavio to the city, he wants to become a courier and take on French manners. Octavio sends him back to the country, but with gold.
JOHN GALAS
A "ghost character." John Galas is the Duke of Milan. Upon his death, Hortensio takes the crown. John Galas does not appear in the play, except by announcement of his sudden demise.
JULIO
Julio is a page serving Galeazzo. As the play opens, he asks his master why he is taking the disguise of a poor man, and further asks why he wishes to risk his life in wars. Yet he himself steals away from the court to join his master at the wars. He carries with him a ring from Matilda, hoping it will inspire him.
LORENZO, DUKE OF TUSCANY
Lorenzo goes to war with Mantua, officially to gain the hand of Matilda, whom he has seen in picture only. However, he admits in a soliloquy that his real aim is to enlarge his dukedom. After defeating Gonzaga's forces, he searches for the old Duke, anxious to punish him further with tortures. Yet when Martino presents Matilda (who is traveling in disguise as a peasant) to him, he is immediately enamored. He decides that it would be dishonorable to rape her, and he professes his love instead. He is so honorable that he breaks off all war with Mantua, returns all territories gained, and pays restitution, just to please her. For obvious reasons, her father favors the match, but Lorenzo himself bows out when he learns that Matilda is in love with the impoverished Hortensio. Alonzo is afraid of his changeable humors, which are often violent. However, Matilda's presence seems to ennoble him.
MATILDA
Matilda is the daughter of Gonzaga, Duke of Mantua. When we first meet her, she is depressed over the coming war with Florence. It seems the Duke of Tuscany wants to marry Matilda, but her father will not be forced into a match and would prefer to have the law of arms decide the matter. She is introduced to Hortensio, presumably because his melancholy lovesick expressions will amuse her. Instead, she is attracted to him and allows him access to the palace as long as he swears to be honorable, virtuous, and brave. Her father notes that Hortensio's behavior is presumptuous, but Matilda counters by suggesting that honorable love can do only good service. She takes the disguise of a peasant and travels with Manfroy to St. Leo, but is captured by Alonzo and Pisano, who fight over which of them will rape her. Rescued by Hortensio, they are both captured by Martino, who presents them to Lorenzo, who frees them.
MANFROY
Manfroy is a lord of Mantua. He is ordered to fortify St. Leo against the foe. Traveling there with Matilda, who is in disguise as a peasant, he looses his charge when Alonzo and Pisano capture her.
MARTINO
Martino is Lorenzo's officer and guards Uberti. After Farneze wounds him, and frees Uberti, he knows that he has to do something brave if he is to save his own head. He captures Matilda and Hortensio, but he is ill rewarded for his efforts.
MILANESE AMBASSADOR
This character enters to announce the unexpected death of the Milanese duke, John Galas, and to reveal the true identity of Hortensio.
OCTAVIO
Formerly a general under Gonzaga, he has been banished and now lives as a humble country shepherd. His daughter is Maria, who is disguised as the page Ascanio. When Hortensio enters with a faint Ascanio in his arms, Octavio recognizes the page immediately as his daughter Maria. She is dying of hunger, but Octavio gives her a restorative that revives her. Gothio then tries the same potion, and feels his nobility growing within him. Octavio, Gothio, and Maria find Alonzo dying in the forest. They strip him of his purse. The father asks his daughter what she wants to do with Alonzo, who once slept with Maria and then broke his promise of marriage. No one would deny her revenge. When she asks her father to save him, he grows hopeful that if Alonzo recovers, he will marry Maria. He disguises himself as a Priest to hear Alonzo's penitent confession before allowing the marriage.
PISANO
Pisano is an officer serving under Lorenzo. He and Alonzo fight over the right to take the Duke of Mantua captive. They nearly kill each other in the exchange before Lorenzo orders them to act sensibly. Yet soon after, they capture Matilda and fight over which should rape her first. Alonzo kills Pisano in the fight.
UBERTI
Uberti, Prince of Parma, is a suitor for Matilda's hand. Famed for his honor and bravery, he is the early favorite to win her. After the defeat of his forces, he is ordered by Gonzaga to meet Manfroy at St. Leo. He is separated from Farneze, but he soon meets with him again. Farneze has taken the disguise of a Florentine soldier in order to look for Prince Uberti. When he again meets the prince, he gives up his disguise so that the prince may use it to escape. He returns in disguise to save Farneze who has been captured in his place. He tells the captors that Farneze killed his father and two brothers. He demands the right of torturing Farneze himself. Lorenzo grants the stranger's wish and leaves. Only then does Prince Uberti reveal himself and cut Farneze free. Together, they wound Martino and escape. Returning to court, Uberti still hopes to gain Matilda's hand, but gracefully relents when it becomes clear that she favors Hortensio.