Tormented by Robin, the Sheriff finds himself sleepwalking straight into Sherwood Forest. Unfortunately, he's missing on the very day that Prince John's messenger, Jasper, arrives to check all is well in Nottingham.
By the time Gisborne raises the alarm, Prince John's private army is already on its way, ready to raze Nottingham to the ground at sunset. Drastic action is called for, so while keeping up appearances to Jasper, Gisborne and Marian secretly task Robin with tracking down the Sheriff in the forest. As the gang prepare to leave Robin asks Will to stay at the castle and make sure that Marian is safe. Little John is unhappy because this is the day they hand out alms for the poor. In the forest he tells Djaq that he will not help look for the Sheriff, but help the poor instead, and she has no choice but to follow him.
While searching through the forest Robin tells Much that he and Marian are engaged to be married. Much says he is happy and the two friends hug, however it is evident that deep down Much is upset at losing Robin to Marian.
The Sheriff, meanwhile, is getting to grips with nature, and embarks on a journey of rediscovery. When he comes across some scheming beggars intent on fleecing Robin Hood, he realises he can get his hands on the Pact at last. Even Little John is fooled by the Sheriff's brilliant blind poor-man act and, deciding that he'd rather help a group of refugees than locate a cruel tyrant, he brings his enemy right into the heart of the camp.
At the castle, Allan finds Will and tries to apologise for his mistakes and asks if there is any chance of him returning to the gang, but Will tells him it's too late. Later, as the towns people arm themselves, Allan tries again to speak to Will and this time Will takes the hand that is offered.
Jasper informs Gisborne that due to Gisborne's status as a Black Knight, he is free to flee the town with any family he may have, before its destruction. Guy tells Jasper that he has no family, until he thinks of Marian. Jasper says that Marian can be spared as well - if Guy has married her before sundown.
Guy tells Marian this; and although Marian never says no to Guy's marriage proposal, she explains that she cannot bring herself to abandon Nottingham, marriage or not. Even Will tries to persuade her to accept Guy's hand because it seems the only way to save herself, without success. Guy decides to risk his life and stay with her in the castle, saying that if he is going to die, he is going to die at her side.
As sunset and oblivion draw closer, and Prince John's army loom on the horizon, Marian, Gisborne, Will and Allan prepare to fight for their lives alongside the people of Nottingham.
Robin comes to the rescue by capturing the Sheriff before he can leave the camp with The Great Pact. Getting him back to the castle just in time, the Sheriff angrily berates an astounded Jasper and sends the army away. He is giddy when he tells Gisborne that he has singlehandedly infiltrated Hood's camp and has retrieved The Pact - only to furiously discover that Robin has stolen the Pact back during the return to Nottingham.