Act One

It is a glorious summer day out in the country. A small farm stands in the sunshine; behind the farm is a lake with thick beds of cattails. Drake, a proud father-to-be, introduces the scene of the various birds who live on the lake and farm. His wife, Ida, and the rest of the farmyard residents join in the telling while Cat hides behind cattails, hungrily eyeing the duck eggs in Ida's nest ("A Poultry Tale"). As the assorted animals rush off in a flurry, Ida remains to tend her nest of four blue eggs... and a curious-looking, large, brown one. She's bossy and irritable after tending the eggs for such a long time and complains to Drake about her cramped quarters and his unwillingness to shoulder some of the burden. After Drake beats a hasty exit, Ida and neighboring hen, Maureen, bemoan, but ultimately take joy in, motherhood ("The Joy of Motherhood").

The eggs start cracking. Four perfectly respectable ducklings emerge from the four perfectly respectable eggs. After Maureen coos over the newly hatched ducklings, she goes off in search of Drake to break the good news. While the wide-eyed newborns yearn to explore their new world, mother Ida strictly lays down a few laws for her young charges.

Drake returns to meet his new children just as Ida realizes that the large egg has yet to hatch. Although Drake tries to convince her to leave it and join him and their ducklings for a swim, Ida insists on staying with her unusual, unhatched egg. The others leave as Ida muses on how strange this new egg is ("Different"). Suddenly, Ugly, a large and ungainly bird, waddles out of his shell. He lifts Ida on his shoulders with an ignominious "honk." Although Ugly is unusual – he can't quack like the others and he's larger than the others – he doesn't seem to be a turkey. Ida takes him to go swimming with his siblings. She instructs Ugly about the various joys and dangers of swimming... and that the most important thing is to hang in there ("Hold Your Head up High"). Soon, Ida realizes that Ugly is an amazing swimmer; better and faster than even she is. He is eager, exhilarated and joyous until he meets Drake and the ducklings on shore. Ugly's father and siblings do not take as kindly to his differences as Ida does. They humiliate him by pointing out all of the things that are wrong with him. Ida tries desperately to defend Ugly; everyone on the farm teases him unmercifully ("Look at Him").

Cat, disguised as the duck's school photographer, has his eye on Ugly, a fine specimen of a bird... who would make an even finer dinner. The ducklings pose for a class photo as the Cat/Photographer continues his ruse. Grace, a duck so lovely that she is honored with a red band around her webbed foot, meets Ida's new offspring and congratulates her, but only on the perfectly respectable ducklings. When everyone gathers to have a French bread feast, Ugly is excluded. Alone, hungry and miserable, Ugly laments his fate ("Different"). Cat sidles up to him, commiserates and convinces Ugly to join him for lunch in his den. When Ida realizes that her youngster is missing, she organizes a search.

Cat and Ugly arrive in Cat's kitchen. À la a Julia Child cooking show, the Cat prepares to cook Ugly. He recounts a lesson that his mother told him as a child, that you should play with your food before you eat it ("Play with Your Food"). The innocent, but hungry, duckling joins in, never realizing that he's cooking his own goose! By chance, a baseball whizzes into Cat's lair and strikes him on the head. When the Boy who hit the ball decides to retrieve it, Ugly becomes frightened and decides to go back to the duckyard, leaving the unconscious Cat hiding in the very bowl meant for the young duck. Ugly never realizes Cat's dubious intentions. He emerges from Cat's lair and can't remember how he got there. He is lost.

Meanwhile, back at the barnyard, the fruitless search for Ugly has been called off. The fair-feathered friends bemoan Ida's fallen fowl ("The Elegy"). The neighbors are certain that Ugly has suffered a culinary death at the paws of the wicked Cat, but Ida refuses to believe it. The fate of the missing fowl becomes a media event when Jay Bird shows up with his camera crew. Drake tries to hog the spotlight, but Jay Bird is focused on getting Ida to deliver a heart-wrenching tale, which she does ("Every Tear a Mother Cries" ).

On the desolate marshlands. Ugly has sought shelter in a ditch. Greylag, a stern military gander, and his goose wife, Dot, are looking for their wayward flock. Ugly asks the flighty pair for directions back to the farm. They agree to help him. They advise him that Cat is not his friend and, since it's hunting season, they warn Ugly to keep out of sight. Greylag assembles his squadron of geese to help him find Ugly's home ("The Wild Goose Chase"). Cat appears and promises to take Ugly back to his disconsolate mum. Greylag doesn't buy it and has taken personal charge of the duckling's safety. Cat warns them not to fly while the hunters are about and magnanimously offers to advise them of the hunter's departure. Greylag, although wary, agrees. When Cat assures the geese that the hunters have put away their guns and that it's safe to fly, Greylag insists that Cat join them... with a parachute. Cat, Greylag and the flock take off in search of Ugly's mom, leaving him behind. But as soon as the search party is airborne, shots ring out and feathers fly. Ugly now knows that Cat is not to be trusted. He's learned a lesson, but it's too late. He then hears the voice of his mother in his head, reminding him to persevere. He is determined to reunite with his mother ("Act One Finale: Hold Your Head up High – Reprise").

As the curtain descends, the ominous shadow of an Old Woman approaches, and Ugly realizes that he has unwittingly wandered into the garden of a small cottage.

Act Two

Ugly, who has been tentatively exploring the living room of the cottage, ducks behind a couch as he hears Old Woman address her cat, Queenie, and pet hen, Lowbutt, in the next room. Old Woman leaves the cottage as Queenie and Lowbutt enter the living room. Queenie immediately discovers an unrecognizable footprint on the carpet and traces it to Ugly. Queenie and Lowbutt are domesticated animals. They are used to a certain standard of living, unlike farm animals like Ugly ("It Takes All Sorts"). Ugly, although initially wary of Queenie the cat, feels fairly safe with the odd couple.

Queenie suddenly realizes that Lowbutt is missing her favorite television program. She turns on the TV in the middle of "America's Most Feathered," where Jay Bird interviews Ida about the progress of finding her lost duckling. Upon seeing her, Ugly cries out for his mother. Before Queenie can call the program to reunite the mother and son, the doorbell rings; none other than the persistent Cat, barely disguised as papa Drake, is at the door. Ugly immediately sees through the deception and recognizes the conniving Cat. When Cat sees Queenie, he tears off his disguise in an irrepressible attraction to the voluptuous feline. The two dance a flirtatious and seductive rhumba as Lowbutt does everything she can to throw a wet blanket on the pair ("Together"). As a final resort, Lowbutt shoves Ugly out the door, knowing that the coy Cat will follow. True to form, Cat, despite his attraction to Queenie, runs off after Ugly. The relieved Lowbutt consoles her seduced and abandoned housemate.

Meanwhile, back at the duckyard, Drake is burdened with the brunt of responsibility for minding the brood after Ida has gone off in search of her lost son ("The Collage"). The townspeople voice their opinions on the futility of Ida's search as we see Ida talking to Greylag and then Lowbutt and Queenie.

Ugly then encounters Penny, the most beautiful bird he has ever seen, tangled in fishing line. A chivalrous Ugly comes to the lovely swan's rescue. When Penny learns that Ugly is lost and alone, she eagerly suggests that Ugly join her flock and fly south for the winter; they will both return to search for his family next spring. Ugly is sorely tempted to take advantage of her offer, but opts to stay on and search for his worried mom. Penny embraces Ugly in her soft, white wings and takes off with a resounding "honk." Ugly is confused when he hears the familiar cry. He declares his love for the snowy-feathered Penny, but despondently concludes that she will forget an ugly bird like him ("Now I've Seen You"). 

Before he can get too maudlin, a large Bullfrog with a lily pad under his arm jumps in front of the heartsick Ugly. The Bullfrog soon realizes that Ugly has a chip on his shoulder about his appearance. No stranger to denigration because of uncommon attributes, Bullfrog cheers Ugly up, teaches him to love himself and assures him that there is someone out there to love him in return ("Warts and All"). Sufficiently cheered up, Ugly bids Bullfrog goodbye.

A bright beam of light falls on Ugly. A Farmer has ensnared him in his net and threatens to turn the duck into his family's Sunday roast. When the Farmer briefly retreats, the Cat appears and offers Ugly a dubious proposition: he'll help Ugly escape the net and his fate on the Farmer's dining room table, reuniting Ugly with his mother for a last farewell... if Ugly will agree to be the Cat's main course. Desperate to see his mother and realizing that he is a dead duck either way, Ugly agrees to this ill-fated plan. Cat claws an opening in the net and the two cut out.

Throughout Ugly's journey, seasons have changed. As Cat and Ugly make their way back to the barnyard, they are caught up in a snowstorm. They fight desperately to make their way through it ("The Blizzard"). Meanwhile, Ida is getting closer to them. When the storm blows over, Ugly and Cat have succumbed to the weather. They are buried beneath a huge snowdrift, discernable only as two lumps in the snow. Ida recognizes her offspring's snow lump and, realizing she is too late, approaches her beloved son's icy grave. She sinks to her knees, sobbing. Penny and her swan family have returned. Mother Swan sees Ida and encourages her tears, believing they will melt the snow. As Ida turns away in frustration, her warm, salty tears melt the snow that is concealing her ugly duckling. The ice falls from his feathers as Ugly emerges. He is amazed to see his reflection in the snow and realize that he's not a duck, but a beautiful sawn. Ida and her handsome Ugly embrace. Penny appears, and love is instantly rekindled ("Now I've Seen You – Reprise").

Ida, in her motherly wisdom, recognizes true love when she sees it. So, despite the heartache of saying goodbye to her son, she sends Ugly off with his lovely, bright Penny to learn the ways of being the beautiful swan that he is. She follows the pattern of swans' flight and tearfully misses her son ("Different – Reprise"). Suddenly, Ida hears a joyful "honk!" from behind her. Ugly declares that he could never leave the true mother who raised and loved him unconditionally. Penny and Ugly have decided to be the premier swans on the duck pond. He's proud to be different and likes his honk. Ida beams with pride. Ugly then taps the other snow lump. The ice chips away as the disoriented Cat also emerges. After all the Cat has been through, he has cracked up and is not one bit interested in duck or swan dinners ("Melting Moggy").

The beautiful pair of swans, Penny and Ugly, return to the barnyard with a flourish. The Ducklings, the neighbors and even Drake – so critical of the unusual bird in the beginning –now extol the virtues of having such a fine bird in their midst. Grace, previously the prettiest duck on the pond, graciously relinquishes her coveted Red Band to the lovely Ugly ("Act II Finale: Look at Him – Reprise").