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Paris is on the brink of revolt as unrest spreads through the streets and taverns, among students and the working class. Despite these larger threats to law and order in the city, Javert redoubles his efforts to find Jean Valjean.

Though he's lovesick over another girl, Eponine is desperate for her affection for Marius to be requited, and so helps Marius find Cosette. The increasingly paranoid Valjean warns Cosette that they must leave Paris soon. Marius makes a promise to his beloved Cosette. When Valjean learns of a more immediate threat, he takes Cosette to a safer address. Jealous Eponine intercepts a note that the distraught Cosette leaves for Marius.

At General Lamarque's funeral, the population of Paris rise up, and a violent revolt begins. Marius's friend Enjolras leads a group of students and workers to build a barricade. Marius, with no way to find Cosette, feels he has nothing left to live for, and marches off to join his friends at the barricade.