“Once upon a time…” begins the Narrator, there were three houses in a far-off kingdom.
In the first house lives a young maiden named Cinderella. Since her mother’s death, Cinderella has suffered under the thumb of her evil Stepmother and stepsisters, Florinda and Lucinda. She wishes to go to the King’s festival but has nothing to wear. In the second house lives a young man named Jack, Jack’s Mother and a white cow named Milky White. Jack wishes for Milky White to provide milk, but since she doesn’t, Jack’s mother makes him sell the cow. In the third house lives a Baker and the Baker’s Wife, who wish for the opportunity to have a child. They offer sweets to a young girl, Little Red Riding Hood, who is visiting her grandmother later that day.
A Witch lives next door to the Baker and his Wife. The Witch tells them that years ago, the Baker’s mother developed an unusual appetite for greens when she was pregnant. The Witch was furious to discover the Baker’s father stealing from her garden, especially her magical beans. She enacted her revenge by taking the baby for herself. She named the baby Rapunzel and keeps her in a tower. Then, the Witch cursed the Baker’s family tree to be forever barren.
The Witch offers to break the curse if the Baker can find four ingredients for a potion: a cow as white as milk, a cape as red as blood, hair as yellow as corn and a slipper as pure as gold. They have three midnights to bring her the items.
Everyone heads into the woods: Jack to sell his cow, Cinderella to visit her mother’s grave, Little Red Riding Hood to see her Grandmother and the Baker to find the four ingredients of the Witch’s potion (“Prologue: Into the Woods”).
Cinderella finds her mother’s grave in the woods (“Cinderella at the Grave”). With a bit of magic, a silver dress and golden shoes appear so that she can go to the festival. Meanwhile, Little Red comes across a Wolf (“Hello, Little Girl”).
Elsewhere in the woods, the Baker and his Wife come across Jack and Milky White. The Baker tries to buy the cow but has only six beans in his pocket. His Wife tells Jack that the beans are magical, convincing him to take them in exchange for the cow (“I Guess this is Goodbye”). The Baker feels bad about their trickery, but his Wife argues that “the ends justify the beans” (“Maybe They’re Magic”).
Later, the Baker arrives at the house of Little Red’s Grandmother and finds that the Wolf has eaten them both. He cuts open the wolf’s belly to save them, and Little Red thanks him by giving him her red cape. Little Red reflects on what she has learned (“I Know Things Now”).
Meanwhile, the Baker’s Wife bumps into Cinderella, who is running from the Festival. Though Cinderella’s Prince is handsome, Cinderella laments that he is not what she wanted (“A Very Nice Prince”).
As the first midnight strikes (“The First Midnight”), a giant beanstalk grows in the distance and Rapunzel sings to a mysterious prince from her tower.
After going up his new bean stalk, Jack learns that there is gold to be reaped from a world of giants in the sky (“Giants in the Sky”). Elsewhere in the woods, Cinderella’s prince complains to his brother, Rapunzel’s Prince, about how elusive maidens can be (“Agony”).
The Baker and his Wife, on the other hand, have nothing to complain about. The Wife has stolen some of Rapunzel’s yellow hair, so they now have three of the items. They are celebrating their accomplishments (“It Takes Two”) when suddenly Milky White dies. The second midnight strikes.
The Witch discovers that Rapunzel has found herself a prince. She begs Rapunzel to stay in her tower and cuts off her hair in anger (“Stay With Me”).
Meanwhile, Cinderella’s Prince has spread pitch on the steps of the palace, and Cinderella is stuck in the sticky mess. Unsure what to do (“On the Steps of the Palace”), Cinderella ultimately decides to leave one slipper behind, so that the Prince can find her. As she flees, she bumps into the Baker’s Wife. Cinderella gives the Wife her golden slipper in exchange for the Wife’s shoes, hoping they will help her run faster.
The Baker’s Wife returns to the Baker, who has found another white cow. They bring them to the Witch for her potion. After the Witch discovers that the new cow is only white because it is disguised in a coating of the Baker’s flour, the Witch brings Milky White back to life. When the potion still doesn’t work, a Mysterious Man appears and suggests they use some hair from corn instead. As magic stirs, the Witch reveals that the Mysterious Man is really the Baker’s father. Suddenly the Mysterious Man falls dead, and the Witch becomes youthful once again, though her powers disappear.
The Narrator reveals what becomes of everyone (“Ever After”): the stepsisters are blinded by pigeons, Cinderella is reunited with her prince, Rapunzel runs from her tower into her prince’s arms, Jack and his mother live comfortably with the giant’s gold, and the Baker and his Wife are expecting a child.
As Act II begins, the narrator explains more recent news on the main characters (“Prologue: So Happy”). Cinderella is married to her Prince, Jack and his mother are rich, and the Baker and his Wife have a newborn son.
Suddenly, the Baker’s house begins to shake as a giant traipses through the kingdom. The Baker, his Wife and son, the Witch and Little Red move into the woods to warn the Prince about the giant.
The princes meet in the woods to complain about maidens, only this time they aren’t talking about their wives (“Agony”). Both Princes have fallen for new maidens–Snow White and Sleeping Beauty.
As Rapunzel’s Prince returns to his wife, Rapunzel is trampled by the giant. The witch is heartbroken at the loss of her daughter (“Lament”). The giant announces that she is looking for Jack, who stole her gold and killed her husband. Nobody knows where Jack is, so the Witch offers up the Narrator instead. The story begins to unravel quickly without the Narrator’s direction. Jack’s Mother is killed by a royal steward, and Cinderella’s Prince seduces the Baker’s Wife (“Any Moment”). She tries to brush off the encounter (“Moments in the Woods”) but is soon crushed by the giant.
The remaining characters bicker amongst themselves over who’s to blame for their predicament (“Your Fault”). They argue over whom they should offer up to the giant. The Witch starts to scatter beans everywhere and suddenly disappears (“Last Midnight”).
The Baker loses all hope, leaving his son with Cinderella. Before he can go to far, the Mysterious Man reappears and convinces the Baker to not repeat his mistakes (“No More”).
The Baker returns to the group and helps to craft a plan to defeat the giant. Meanwhile, Cinderella comforts the newly orphaned Jack and Little Red (“No One is Alone”).
The Baker manages to kill the giant, restoring peace to the land. Cinderella, Jack and Little Red help the Baker to rebuild his home and raise his son. He starts to tell his son the story—“Once upon a time...” (“Finale: Children Will Listen”).