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In Quito, Manuelita nurses injured soldiers while hiding her parents. When Simón arrives to a hero's welcome, she tosses a wreath to catch his eye.
Simón returns to Venezuela, where he gets a message from Spanish Gen. Morillo. Manuelita tries to persuade brother José María to switch sides.
Sparks fly when Manuelita is introduced to Simón at a party. Dr. Thorne unexpectedly arrives. Santander reads alarming news about a much-needed loan.