Nine years later there is a great unrest in the city because of the likely demise of the popular leader General Lamarque, the only man left in the Government who shows any feeling for the poor. The urchin Gavroche is in his element mixing with the whores and beggars of the capital. Among the street gangs is one led by Thernardier and his wife, which sets upon Jean Valjean and Cosette. They are rescued by Javert, who does not recognize Valjean until after he has made good his escape. The Thernardiers' daughter Eponine, who is secretly in love with the student Marius, reluctantly agrees to help him find Cosette, with whom he has fallen in love.

At a political meeting in a small cafe, a group of idealistic students prepare for the revolution they are sure will erupt on the death of General Lamarque. When Gavroche brings the news of the General's death, the students, led by Enjolras, stream out into the streets to whip up popular support. Only Marius is distracted by thoughts of the mysterious Cosette.

Cosette is consumed by thoughts of Marius, with whom she has fallen in love. Valjean realizes that his "daughter" is changing very quickly but refuses to tell her anything of her past. In spite of her own feelings for Marius, Eponine sadly brings him to Cosette and then prevents an attempt by her father's gang to rob Valjean's house. Valjean, convinced it was Javert who was lurking outside his house, tells Cosette they must prepare to flee the country. On the eve of the revolution the students and Javert see the situation from their different viewpoints; Cosette and Marius part in despair of ever meeting again; Eponine mourns the loss of Marius; and Valjean looks forward to the security of exile. The Thernardiers, meanwhile, dream of rich pickings underground from the chaos to come.

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