Act One

The show opens on the villagers in a tableau on the Lime Tree Walk. Phoebe, maid to Lady Audley, and Luke Marks, her betrothed, are among the dancers. Luke tries to steal a kiss from Phoebe, but she resists. He declares that he'll break her high spirits when they are wed. Lady Audley comes running in, closely followed by Sir Michael. Lady Audley has planned a day filled with special festivities for Sir Michael's 70th birthday. He proclaims that she has made the last two years the happiest of his life, and everyone joins in the celebrations ("The English Country Life").

As they toast to the finer things in life, Luke continues to seek an inappropriate kiss from Phoebe. She protests again and points to Sir Michael as a model gentleman. Luke is not impressed, noting that, only two years ago, Sir Michael's wife, Lady Audley, was a common governess. Finally, he leaves, allowing Lady Audley to ask Phoebe what's wrong. She explains that she doesn't really care for Luke, but that it was her mother's wish that they marry ("A Mother's Wish Is a Daughter's Duty"). Unfortunately, her mother's judgment in choosing Luke as Phoebe's husband was a poor one. Sir Michael, who has been listening, praises Phoebe's sense of duty. Sir Michael's daughter, Alicia, arrives, looking for Sir Michael's handsome nephew, Robert Audley. Alicia is annoyed that Robert is so late. She has driven her horse hard, for which Lady Audley criticizes her. Lady Audley admits how happy married life has made her ("The Winter Rose"). Sir Michael decries Alicia's sour spirit, which reminds him of his first wife, Alicia's mother. Lady Audley wishes that they not remember the past as they express their love ("The Winter Rose – Reprise").

Alone, Phoebe reflects on how much happier Lady Audley is in her marriage to Sir Michael than in her previous life as a governess. She remembers when she and Lady Audley shared an attic room and their closest secrets. She vows that Lady Audley's secret is safe with her. We hear Robert Audley coming from a distance ("Captain Audley's Entrance"). He arrives with a flourish; a handsome young gentleman dressed in military uniform. His friend, George, enters with the luggage. Phoebe moves to take the luggage, startling George, who is not accustomed to the attention of servants. Robert asks and Phoebe describes Lady Audley as a fine woman, then exits with the luggage. Robert is amazed that his uncle has married a governess and reflects on his first wife. He reveals that Sir Michael's first wife was a battle-ax who died after a horse bit her, although Sir Michael wasn't too upset over her death. George sympathizes, as he had lost his young wife. He tells the sad tale of having to leave his wife to make money in India, only to read her obituary before he could send for her ("That Lady in Eng-a-land").

Alicia arrives and greets Robert, who introduces his friend, George. As Robert and Alicia kiss, George looks at a painting of Lady Audley and is startled to see the very image of his late wife. He leaves. Alicia is annoyed that Robert has not asked her a particular question that she hoped he would, when Lady Audley enters and is introduced to Robert. The meeting is tension-filled, for Robert is struck by Lady Audley's beauty. Lady Audley is equally impressed with Robert's good looks, and Alicia is annoyed by their attraction ("Civilized"). She leads Robert off.

Lady Audley is quite taken by Robert and begins to think about her life and her dark past. She reflects that Sir Michael, although good and kind, is old. She must secure her future in preparation for his death and then congratulates herself on convincing her first husband, George, of her premature demise. Suddenly, George appears. She turns with a shriek. He threatens to expose her, yet she explains that she thought herself deserted when he went off to India. She threatens to silence him, using the power of her position. He is not impressed, as his friend, Robert Audley, will aid him. She pretends to feel faint and asks him to bring her water from the well. As he does, she strikes him with an iron rod and pushes him down the well, sure that she is now free from him ("Dead Men Tell No Tales").

Act Two

The Conservatory in Audley Court, twelve months later. The butler and maid clean the room extensively ("Pas de Deux"). Sir Michael enters with Alicia and asks her to be patient with Robert, as he has been distracted by the mysterious loss of his friend, George. She worries that he will never marry her ("An Old Maid"). He agrees to speak to Robert and hurry things along.

Alicia, meanwhile, confesses that she has been questioning Lady Audley's sincerity. He tells her that he will not tolerate having his wife spoken of in such a manner. Lady Audley arrives, and Alicia speaks rudely to her, chastised by Sir Michael. Alicia runs off, and Sir Michael pursues her, trying to give her solace. Lady Audley remains, wishing that she could forget her meeting with George and be free of the guilt ("Repose"). Luke enters, drunk, and threatens to blackmail Lady Audley, since he saw her push George into the well. She agrees to meet him that night, bringing a hundred pounds. He kisses her roughly, promising her that there will be more than money to give him. Robert enters bearing a letter of hers to George and accusing her of bigamy and, he suspects rightly, murder. She snatches the letter from his hand and reminds him that exposing her will tarnish the Audley family name forever ("The Audley Family Honor"). He demands that she leave the country or he will expose her.

Alicia returns in tears, accompanied by Sir Michael. She's upset because of Robert's postponement of their marriage and of the attraction that she observed between him and Lady Audley. Lady Audley decides to use Alicia's misplaced concern to her advantage. She tells them that Robert is in love with her and asks that Robert be sent away. Sir Michael agrees at once. Lady Audley tries to soothe Alicia, telling her that Robert isn't worth it, as he only wants one thing ("La De Da Da"). Robert enters announcing that he is going away for a few days and asks that Lady Audley come with him to London. Sir Michael is aghast and demands that he leave immediately. They continue their argument until Sir Michael is overcome, grasps his heart and has to be carried off. Robert concludes that his uncle's suspicions must be the result of Lady Audley's work. He leaves to set things right.

On the road to Audley Court, Luke, drunk again, brags to his friends about the money that he will be receiving ("I Knows What I Knows"). Phoebe appears telling Luke that the landlord has been around, looking for the rent. He reminds her that, in the future, they will not have to worry about that ("I Knows What I Knows – Reprise").

Inside of the Castle Inn, Phoebe is alone when Robert arrives seeking a place to stay for the night. As Luke enters unseen, Phoebe begins to reveal to Robert her suspicions of foul play by Luke. Luke appears and cuts her off. Robert decides to get Luke drunk in an attempt to have him reveal the great secret, and the two of them leave to get some ale. Lady Audley appears and, hearing that Robert is in the other room, hides. When the men return, Luke hits Phoebe for refusing to get him more ale. Robert then knocks Luke out cold. As Phoebe goes off to prepare his room, she, Robert and Lady Audley all reflect on how they are going to mend their current situations ("How? What? Why?"). Robert and Phoebe leave as Lady Audley discovers Luke unconscious on the floor. Phoebe re-enters, and Lady Audley sends her to the street, promising to catch up with her. Lady Audley decides to set the cottage ablaze, thereby ridding herself of the two men who threaten her security. She sets the fire and leaves, locking the door behind her. Luke awakens and falls in the smoke.

On the road to Audley Court, Phoebe is making her way to the hall as Alicia comes along. Alicia brings word that Sir Michael is failing and that she must find Lady Audley. She implores Phoebe to return to her house and retrieve Robert. Lady Audley appears, and Phoebe gives her the bad news about Sir Michael. Then, they see the fire rising in the distance. Lady Audley, however, holds Phoebe's arm and demands that she come with her to the Castle. Phoebe sees that Lady Audley must be part of some foul scheme and cries for help, but Lady Audley drags her off by the hair. Firemen rush by towards the fire ("The Fireman's Quartet").

On the Lime Tree Walk, moonlight falls on the old well. Lady Audley enters, dragging Phoebe, but Robert soon arrives and sends Phoebe to try to help her husband. Lady Audley is shaken to find Robert alive. They exchange threats and struggle. Phoebe re-enters, leading Luke, who is near death and collapses before he can accuse Lady Audley. Alicia arrives with Sir Michael, who is close to death, searching for Lady Audley ("The Winter Rose – Reprise"). After Sir Michael passes, Robert accuses Lady Audley of killing his friend, George, in front of the villagers. At that very moment, Luke revives long enough to reveal George Talboys, whom he saved from the well. Lady Audley begins to scream, and Phoebe reveals that Lady Audley is mad. She explains that, when they worked together, Lady Audley often awoke during the night, screaming of the day that she was taken to the insane asylum. Overwhelmed, Lady Audley dies. As the chaos subsides, everyone reflects on their own personal responsibilities and asks forgiveness ("Forgive Her, Forgive Her").