Act One

Marietta, Georgia. 1862. A young Confederate soldier bids farewell to his lover, as he prepares to leave and fight for the honor of his Southland ("The Old Red Hills of Home"). Time leaps forward to Confederate Memorial Day of 1913 in Atlanta, Georgia, as this soldier – now much older – joins with the townspeople to commemorate the glory of the Old South.

Elsewhere in town, Lucille Frank urges her husband, Mr. Leo Frank, to have a picnic with her for Confederate Memorial Day. Leo, a northern Jew, is uncomfortable being a part of Southern culture. Lucille, a Southern Jew, pushes him to try. Leo explains that as Superintendent for Lucille's uncle's pencil factory, he does not have the luxury of having a day off. Leo leaves for work, focused on saving money to raise a child with Lucille.

In the streets of Atlanta, the townspeople continue to voice their eternal pride ("The Dream of Atlanta"). Governor John Slaton refuses to accept defeat for Georgians' efforts in the Civil War. Leo Frank, meanwhile, expresses his discontent with the South. As a college-educated Jew, he feels alienated and out of place in ("How Can I Call This Home").

Frankie Epps, a good-looking boy, appears. He is trying to convince Mary Phagan to go with him to the movies. Mary explains that her mother would never let her go with him and that he should ask Iola Stover. Mary quickly departs for the factory to pick up her pay for the week ("The Picture Show").

At the Factory, Leo is working away crunching numbers. We see Lucille, at home, expressing admiration for her Leo's ambition and strength ("Leo at Work / What Am I Waiting For?"). Leo is interrupted from work when Mary Phagan arrives. He pays her, and she begins to ask him a question. All goes dark.

Policemen arrive at the Frank residence and explain that a tragedy has occurred. Mary Phagan has been found dead in the basement of the pencil factory. They claim that Newt Lee, the factory's night watchman, found her body ("Interrogation: I Am Trying to Remember..."). Meanwhile, Mrs. Phagan asks an officer about her daughter, who did not come home the night before.

The police are holding both Leo Frank and Newt Lee for questioning about the murder of Mary Phagan. Britt Craig, a sneaky reporter for the local paper, overhears details about the new case... and the suspected murderer, Mr. Leo Frank ("Big News!"). Leo is in a cell and angry that he is being fed greasy food. Lucille visits him with clean clothes. Leo is sure that he will be let out by night and he sends his wife home.

At a cemetery in Marietta, mourners are burying the body of Mary Phagan. Britt Craig is covering the story. Frankie Epps recalls details of Mary's ebullient personality. Family and friends mourn her murder as a senseless act; Frankie vows vengeance upon Mary's murderer ("Funeral Sequence: There Is a Fountain / It Don't Make Sense").

At the Governor's Mansion, Hugh Dorsey and Governor Slaton discuss the recent murder. The governor is afraid of anyone in public office being accused of having a part in the crime. He orders Dorsey to convict a murderer hastily, as insurance.

The next morning, Dorsey questions Newt Lee, who is deep in prayer. After deciding that Newt Lee will not suffice as a convict for Mary Phagan's murder, Dorsey decides to pin the act on Leo Frank. The reporter, Craig, revels in blaming Leo Frank and slandering his Jewish identity ("Real Big News").

Luther Rosser, Leo's hired lawyer, visits him in jail. He explains how townspeople are stepping forward to give witness about Leo's sexual deviance. Leo is to be indicted for the murder of Mary Phagan. Elsewhere, the townspeople are urged by Craig to voice negative statements about Leo's character, provoked by the manipulative reporter. Dorsey further builds the case against Leo by blackmailing Jim Conley, a black factory janitor, into providing testimony against the defendant.

Townspeople begin to harass Lucille Frank and accuse her of protecting him; she shoos them away and defends her husband to Craig. She is sure that all of the slanderous claims are false ("You Don't Know This Man"). Even so, Lucille visits Leo in jail that evening to explain that she'll be leaving town for his trial. Leo pleads for her not to leave.

The trial begins ("The Trial Pt. 1: It Is Time Now"). Dorsey opens with testimony from Frankie Epps. He recounts Mary's final evening for the jury, even lying about certain details ("Trial Pt. III: Frankie's Testimony"). In his testimony, Frankie claims that Mary was scared of Leo Frank because he was sexually harassing her. Iola Stover and a group of young girls further present testimony of Leo being a philanderer who lures them into his office to seduce them ("Trial Pt. IV: The Factory Girls / Come Up to My Office").

Minnie McKnight, the Frank's maid, also testifies against Leo. She lies and describes his behavior as odd and suspicious on the night of the murder. Then, Mrs. Phagan takes the stand and surprisingly expresses forgiveness to Leo Frank ("Trial Pt. VI: My Child Will Forgive Me").

The final testimony is from Jim Conley, who blatantly paints Leo as Mary's killer. Jim tells a story of how Leo Frank coerced him into helping him lure the young girl upstairs and hide her body following the murder ("Trial Pt. VII: That's What He Said"). Dumbfounded and shocked by all that he has heard, Leo calmly declares his innocence – against the wishes of his lawyer ("Trial Pt. VIII: Leo's Statement: 'It's Hard to Speak My Heart'").

Following a brief deliberation by the jury, Leo is found guilty and sentenced to hang. Citizens on the courthouse steps erupt with cheer.

Act Two

Judge Roan has just sentenced Leo Frank. As Leo begins flipping through the pages of several books in his jail cell, in a merciful attempt to appeal the decision, we happen upon two black people, Riley and Angela. As they polish shoes and iron the wash, New and Conley join in to lament the injustice brought upon African Americans in the South ("A Rumblin' and a Rollin'").

Leo's attorney arrives at the jail. He is getting concerned about Leo's behavior and insists that he handle all of the legal proceedings. Frustrated, Leo lashes out and fires his attorney. He is left alone with his law books. Later that same week, Lucille visits Leo; he is busy writing his appeal. She reveals to him that she has been talking with the local reporter, Britt Craig. Leo feels betrayed and demands that she not talk with him anymore ("Do It Alone").

At the Georgia Governor's Mansion, there is a tea dance in progress. Governor John Slaton is dancing with his wife, Sally. As the crowd watches, Tom Watson approaches Dorsey to voice his passionate support for Dorsey's policies. Watson reveals that he wants to make Dorsey the next governor. Slaton, meanwhile, is dancing through a rotation of partners around the floor. Eventually, he is unknowingly paired with Lucille ("Pretty Music"). When she reveals herself to him, the two begin discussing Leo Frank's trial. As the dance goes on, so does the discussion. The discussion escalates; Lucille storms out.

We now join Jude Roan – much more frail in health and appearance – preparing to write a letter to the governor. In it, he expresses his doubt, concern and fear for the decision to convict Mr. Leo Frank. He urges the Governor to reexamine the case ("Letter to the Governor").

Upon hearing the governor's decision to re-examine the case, Lucille excitedly phones Leo at prison to let him know the news. Leo, finding a new sudden sense of hope and positivity in humanity, celebrates in his prison cell ("This Is Not Over Yet").

Elsewhere, the governor is holding his own interviews of the trial's witnesses with Lucille. The two methodically dissect every testimony and claim. Quickly, the truth is coming to light and Governor Slaton is becoming convinced. Their final visit is to Conley, who is currently working on a chain gang ("Blues: Feel the Rain Fall"). As Slaton disputes each one of Conley's claims, the two get into a heated exchange. Slaton, satisfied with Conley's response, leaves.

We find Slaton with his wife some time later, preparing to head to the gallows. With hesitation, Sally encourages him, and they depart. Slaton has an announcement: he has moved Mr. Leo Frank to a new, secure location and decided to commute his sentence from death penalty to imprisonment for life. An angry mob, led by Watson, marches and riots. Chaos ensues ("Where You Will Stand When the Flood Comes?").

On a prison farm, Leo is readjusting to the new surroundings. Lucille comes to visit. As a favor, the warden has allowed Leo and Lucille to have lunch together for the first time in two years. As the two picnic together, they reflect on all that has happened and speculate on what the future might have in store ("All the Wasted Time").

Later that night, Leo is asleep in his cell. A group of masked men arrive and break into Leo's cell, tying up and taking him. As the morning dawn breaks, Leo is tied to a noose that hangs from an oak tree, standing on a table and speaking with his captors. The men poke and prod him; they urge Leo to confess to the murder. Leo refuses to speak a lie but asks that they deliver his wedding ring to Lucille. They agree. After a brief prayer, Leo is lynched.

A brief time later, Craig visits Lucille at home. He informs her of the news and delivers the ring. She sends him away. As Lucille stands, holding her husband's wedding ring, we see a flashback to the fateful moment: Mary Phagan wishes Mr. Frank a "Happy Memorial Day," Leo nods, and the two disappear. The citizens of Atlanta then appear, waving their flags and cheering on the parade. Lucille turns to watch as the lights fade ("Sh'ma & Finale").