Act One

An ensemble of actors enters a bare stage and addresses the audience. They promise flying, dreaming, adventure and growing up... with the help of imagination. The stage becomes a bustling port in the British Empire.

Accompanied by his precocious daughter, Molly, and her nanny, Mrs. Bumbrake, Lord Leonard Aster is preparing to set sail to the remote kingdom of Rundoon on an assignment of royal importance. Two identical trunks – one of them containing the Queen's precious cargo that Lord Aster is to accompany and the other, a decoy filled with sand – are delivered to port. The real trunk, along with Aster, are supposed to find safe and quick passage aboard the Wasp, the fastest ship afloat, which is helmed by Aster's old school chum, Captain Robert Falcon Scott. The decoy trunk is slated to be carried by the Neverland, captained by the sinister Bill Slank; but amidst the bustle of the port, while no one is looking, Slank swaps the trunks so that the Queen's cargo is loaded aboard the Neverland and the sand-filled trunk is hoisted onto the Wasp.

Meanwhile, three orphan boys, Prentiss, Ted and one simply named Boy, are sold to Slank by their schoolmaster, Grempkin, who's promised the boys that they'll serve as helpers to the King of Rundoon. Slank indicates a more sinister outcome for the lads, and, after realizing that there is no one who cares enough to see them off, the Boy proclaims that he hates grown-ups.

On the Neverland's deck, preparations for the voyage are made as Molly is saying a hurried goodbye to her father, who assures her that she's much safer aboard the slower, weather-beaten Neverland. Just then, a crate containing the orphan boys bursts open, and one happens to catch Molly's eye. Speaking in Dodo, a language known only to Dodo birds and a handful of very special humans, Lord Aster confides his mission's details to Molly. Placing matching amulets around his and Molly's necks, Aster warns her never to take it off or let anyone else touch it, and to use it if she is ever in trouble.

Lord Aster departs for the Wasp, and Slank ditches his pleasant facade, commanding Alf, a kindly old seafarer, to escort Molly and Mrs. Bumbrake to a cabin below the deck of the ship. The Neverland sets sail for Rundoon.

Later, on his way to feed the pigs, Alf checks in on the ladies and flirts with Mrs. Bumbrake. Molly, unseen, follows Alf out and trails him on the long journey to the bilge room, where the three filthy orphans gather around Alf and his bucket of food. Prentiss identifies himself as the group's leader and demands to speak to the Captain, while the food-obsessed Ted dives into to the bucket of food and gulps down several handfuls, only to realize that he's been fed worms.

Once Alf has left, Molly appears and learns the boys' names (save Boy, who doesn't have one). Seeing that they're clearly hungry, Molly offers to take the boys to find real food. The Boy doesn't follow and flashes back to St. Norbert's Orphanage for Lost Boys, where Grempkin is lashing him. As he's imagining a family, Molly reenters to fetch him.

Across the sea on the Wasp, Lord Astor is led inside the ship by a naval lieutenant, who removes his disguise and reveals himself to be Smee, a pirate. The rest of the crew is also made up of pirates who have bound and gagged Captain Scott. Smee demands the key to the trunk, but Lord Aster refuses.

After receiving an elaborate introduction as the most feared pirate captain on the high seas, Black Stache (a poetic, mustached, malapropism-prone psychopath) steals the trunk key from Aster's pocket. At which point, the amulet around Lord Aster's neck begins to glow... as does the one around Molly's neck, making her think that he must be in trouble. Mrs. Bumbrake comes searching for Molly, so she and the boys turn to escape down a corridor and encounter a flying cat in Slank's cabin! The only thing that could make a cat fly is starstuff, and Molly realizes what the Queen's treasure is... but it's on the wrong ship! The starstuff captivatingly interests the boys, but Molly distracts them with a bedtime story.

Back on the Wasp, Stache opens the trunk, only to find sand. Smee deduces that Slank must have swapped the trunks. Stache orders the Wasp to be turned in pursuit of the Neverland. Lord Aster contacts Molly through the amulet and warns her that pirates have commandeered the Wasp. He instructs her to bring the Queen's trunk to him once the Wasp catches the Neverland. She is now a part of the mission!

The Boy awakens to catch the end of Molly's communication and insists that she tell him what is going on. Molly tells the Boy about Starcatchers, a handful of people appointed by the Queen to protect starstuff. The Boy insists that Molly prove she is an apprentice Starcatcher, so she puts her hand around her amulet, closes her eyes and floats a few inches above the deck. Molly explains that a Starcatcher's primary duty is to collect starstuff and dispose of it in Mount Jalapeño on Rundoon because there could be dire consequences should it fall into evil hands.

The Boy tells Molly that he is going to Rundoon to help the King. She bursts his bubble, explaining that King Zarboff is quite evil and uses orphans as snake food.

The Boy begins lamenting the evils of grown-ups, but is thrown overboard by Slank. Molly dives in to save him when it becomes obvious he can't swim. She drags him back on board and revives him.

Spotting the Wasp on the hurricane horizon, Slank assumes that the British Navy must have discovered the trunk swap. He prepares to outrun the Wasp, but the Boy takes the wheel and changes course. In the midst of the storm, the wheel flies off the deck and goes spinning out to sea. Below deck, Alf is again flirting with Mrs. Bumbrake, who stops his advances in order to find Molly.

When the two ships meet, the pirates board the Neverland and fight with the sailors while Molly and the Boy rush to get the trunk from Slank's cabin. On deck, Slank and Stache square off, but, just as Stache gets the upper hand, the Neverland splits in two.

As Molly and Mrs. Bumbrake struggle to move the trunk, Slank intercepts them and is thrown overboard, where he drowns. Molly asks the Boy to stall the pirates while she gets the Queen's trunk to the Wasp, and the Boy sits on the sand trunk to "protect the treasure." Stache approaches the Boy and tries to lure the trunk out from under him by offering him a place on his crew and suggesting some Piratical names for the Boy. "Pirate Pete" strikes a chord with the Boy, so he chooses "Peter" as his name.

Losing patience, Stache knocks Peter off the trunk, opens it and realizes that he's been had. As Peter celebrates his own cleverness, Stache knocks him overboard. Molly is torn between saving Peter and bringing the chest to her father. Knowing that the starstuff will float, she pushes it into the water and tells Peter to float to a nearby island. Alf and Mrs. Bumbrake search for flotsam to make a raft; Ted and Prentiss cling to one another; Stache commands Smee to follow the trunk; Molly dives into the ocean and swims after Peter; and Peter rides the trunk toward the island with fish swimming in its golden wake.

Act Two

In a cove on the island, a group of Mermaids recounts in vaudevillian song their recent experience of being transformed from regular fish after swimming in the wake of the starstuff. While atop a mountain, Peter basks in the open skies and clean air for the first time in his life – freedom. He's interrupted by a yellow bird flying around his head, followed by the arrival of Ted and Prentiss. He enlists the boys in a mission to get the trunk to the Wasp so that they can leave the island, but, finding themselves rather famished, the boys hide the trunk and go off in search of food. On their search, though, the boys get separated and soon realize that they are not alone. Stache and Smee are also creeping about the jungle and Molly, being a champion swimmer, has made it to the island and is in search of the trunk.

The boys are found and captured by the island's natives, the Mollusks, whose chief, Fighting Prawn, sentences the boys to death... a fate he reserves specifically for the English because he was sold into kitchen slavery by Englishmen. Their death shall occur in the mouth of Mr. Grin, the island's hungriest crocodile.

Grasping at straws, the boys offer the gift of a bedtime story to the Mollusks, assuming they will fall asleep. This idea would have given the orphans the perfect opportunity to escape, but they had fallen asleep when Molly first told them Sleeping Beauty, and they can't quite recall the entire story. At the climax, Molly appears from behind a tree to explain that the boys have ruined the story.

Although amused – especially because Molly's name means "Squid Poop" in their language – the Mollusks decide that the English invaders must die anyway, and toss them into Mr. Grin's cage. There, after a bit of bickering, Molly formulates a plan and, in her excitement, impulsively kisses Peter. The entire group is a bit shocked, but proceeds with the plan as follows: when Mr. Grin opens his mouth, Molly tosses in her amulet and Mr. Grin grows to an enormous size, bursting out of the cage and floating away. The kids escape into the jungle, but are pursued by the Mollusks.

Out at sea, a light is flashing. It's Lord Aster, contacting Molly! Using Norse Code – a system used by ancient Vikings akin to Morse Code – he instructs Molly to bring the trunk to the beach. So, off go Molly and the boys towards the trunk. To give Molly room to reach the mountaintop, Peter draws the Mollusks' attention to himself, but is distracted by the return of the pesky yellow bird. The little flutterer causes Peter to fall into a crevice and down into a shimmering lake of golden water far, far underground. Unlike his prior experience with water, Peter floats, neither drowning nor afraid.

A mermaid named Teacher greets Peter and explains her transformation from fish to mermaid. After disclosing starstuff's power to fulfill dreams (Peter's, of course, is to never turn into a grown-up), Teacher and the island give Peter a second name: "Pan," which means "all things boys like." It has a second meaning, but, before learning it, Peter is reminded of both his mission and Molly, quickly climbing out of the grotto and bolting back up to the mountaintop.

Molly, Prentiss and Ted are dragging the trunk towards the beach. Night has fallen and the boys are exhausted, so they sleep while Molly stands guard. Peter appears and surprises her! He tries to get into the trunk, but Molly tells him that exposure to so much starstuff is very dangerous. They chat for a bit (touching on the subject of their kiss), and Molly eventually dozes off. Peter gingerly tries to open the trunk, but the boys stir and cause him to flee.

Disguised as a mermaid, Smee tries to lure the kids to the beach with a ukulele song. Stache cuts him off and uses a poison fruitcake instead, but Molly identifies him as Black Stache and exposes his plot. Stache and Smee's "Plan C" is then enacted when they reveal Mrs. Bumbrake and Alf, whom they've taken prisoner. Just then, the Mollusks enter with prisoners of their own: Lord Aster and Captain Scott.

Mrs. Bumbrake recognizes Fighting Prawn as a kitchen boy with whom she worked in Brighton, and Fighting Prawn proclaims that Betty Bumbrake was the only English person who was kind to him when he was a kitchen slave. Their reunion is cut short when Stache pulls his knife on Fighting Prawn and tries to get the trunk from Molly. Molly must decide between saving Fighting Prawn's life and her duty to the Queen. Suddenly, after echoing and mocking Stache, Peter springs from hiding and the kids all attack Stache. He manages to capture Molly, though, and threatens her life with his razor.

Peter realizes that the only way to save Molly is by giving Stache the trunk of precious magical starstuff.

The trunk is opened... and Stache discovers it is empty. The water that seeped into the trunk has dissolved the starstuff, which is now diffused into the ocean. In a fit of frustration, Stache slams the lid down on his right hand, cutting it off. He vows to be Peter's foe for all eternity before leaving to lure Mr. Grin, the crocodile, to join his crew by feeding it his severed hand.

Fighting Prawn honors Peter as a true hero and allows the English to leave. Mrs. Bumbrake and Alf settle down happily together, and Captain Scott proclaims his intent to explore Antarctica.

With the starstuff gone (and, ergo, their mission fulfilled), Lord Aster pronounces Molly a full-fledged Starcatcher, and promises her a St. Bernard puppy when they return home.

Peter mentions his encounter with Teacher to Molly and Lord Aster, and, to Molly's horror, she and her father realize that Peter cannot leave the island. They realize that Peter, by being dunked in the golden, starstuff-infused waters of the grotto, has been transformed. They share with him the second meaning of his new last name: "All," as in the entire island, which is now his home... the island and its inhabitants are now his family.

Lord Aster captures the yellow bird in his hat, adds the last of the amulet's starstuff and creates for Peter a pixie protector, who flies off playfully as Ted and Prentiss chase it down the beach. Peter, now the boy who would not grow up, reluctantly bids farewell to the heartbroken Molly. As the Wasp sails away, Peter begins to forget what's happened and settles into the eternal present of youth. Prentiss, Ted and the fairy return. She suggests that the Lost Boys join him by taking a dip in the waters of the enchanted grotto.

A quick flash forward reveals a grown-up Molly watching her daughter, Wendy, fly off with Peter Pan.

Back in the present, Peter Pan takes to the sky for the first time as his friends run down the beach of the newly named island – Neverland.