Once upon a time there was a beleaguered young maiden called Cinderella, an abstracted boy named Jack and a childless Baker and his Wife. The curtain rises on their cottages, where the much-put-upon Cinderella cleans the kitchen; the impoverished Jack futilely attempts to milk his haggard cow and companion, Milky-White, and the Baker and his Wife prepare the next day's bread. A Narrator begins to tell their tales, as they express musically their various wishes, cross-cutting from one to the next: Cinderella wants to go to the King's three-night Festival, Jack is hoping that Milky-White will give some milk, and the Baker and his Wife dream of a child.
Each of their reveries is interrupted: Jack's Mother appears and insists her son sell his beloved "pet"; a ravenous Little Red Ridinghood comes calling on the Baker in preparation for a visit to her sick Grandmother, and Cinderella's Stepmother and stepsisters, Florinda and Lucinda, enter and mock her. The Stepmother throws a pot of lentils into the ashes and tells the girl that if she can remove them within two hours, she may come along to the ball at the Festival. Cinderella, who can talk to birds, enlists their help in accomplishing the task. But when her family, including her Father, leaves for the palace, she is left behind.
Just after Red Ridinghood, her basket filled with bread and cakes, begins her journey into the woods, the Baker and his Wife hear another knock at the door. It so happens that they live in the house of the Baker's parents, who died years ago in a "baking accident" - or so the Baker believes - and the cottage next door belongs to an ugly Witch, who has come to pay the couple a visit. She reveals that years ago the Baker's father, to please his wife, stole greens from her garden, including some special beans. In exchange the Witch insisted that the Baker's parents give up their unborn child, a sister the Baker never knew he had - a girl named Rapunzel, whom the Witch has hidden somewhere in the forest. But the Witch didn't stop there. She laid a curse: their "family tree would always be a barren one."
However, she tells the Baker and his Wife they can undo the spell if, before the stroke of midnight in three days' time, they can go into the woods and find the four ingredients needed for a potion: "the cow as white as milk; the cape as red as blood; the hair as yellow as corn; the slipper as pure as gold."
The Baker insists that, since the curse is on his house, he must lift the spell without the aid of his Wife, who wants to help. Before he begins his quest - alone - he discovers six beans in a jacket belonging to his father and takes them along in case they are the special beans the Witch spoke of.
So the Baker sets out to break the spell; Jack goes off to sell Milky-White for "no less than five pounds," as his Mother warns him, and Cinderella travels to her Mother's grave, to ask for guidance (Prologue: Into the Woods).
As the characters begin their journeys their homes disappear, and we are in the woods.
Cinderella stops at a hazel tree, watered by her own tears, which marks the spot where her Mother is buried. Here she reiterates her desire to go to the Festival (Cinderella At the Grave). Her wishes are answered, as a silvery gown and golden slippers drop down from the tree.
After she runs off to attend the ball, Jack is seen roaming through the forest with Milky-White. He is greeted by a Mysterious Man, who lingers just long enough to tell the boy he'd be lucky to exchange his useless cow "for a sack of beans." In another part of the forest Red Ridinghood encounters a surprise of her own: a hungry, lascivious Wolf (Hello, Little Girl) who convinces her to take a brief detour en route to Granny's.
Unknown to the Wolf or Red Ridinghood, the Baker has witnessed this scene and is concerned for the little girl's safety. But the Witch admonishes him to forget about the girl and go after her red cape. The Baker is now so frazzled he can't remember the precise ingredients needed to break the spell. Fortunately his Wife, looking for any excuse to join him, has come after him with his scarf, and sets him straight. An argument ensues about whether she should return home, but they stop fighting when they spot Jack and his cow "as white as milk." The Baker's Wife suggests to Jack that he swap Milky-White for five of their six beans, and leads him to believe they carry magic. Remembering the Mysterious Man's warning, Jack agrees to the exchange and then tearfully tells Milky-White I Guess This Is Goodbye.
The Baker is upset about using deceit to get the cow, but his Wife stands firm and, speaking of the beans, rationalizes that Maybe They're Magic. The Baker insists his Wife take the cow and go home. Elsewhere, the Witch goes to visit Rapunzel, who spends her time singing wordlessly and combing her hair, locked away in a doorless tower, which now rises into view. In order to gain entrance, the Witch calls out, "Rapunzel, Rapunzel, let down your hair to me." From a window on high, hair "as yellow as corn" descends, and the Witch climbs up. She is unknowingly observed by a Prince, who determines to ask the beautiful maiden to "let down her hair" to him the very next day.
The Baker is in pursuit of Red Ridinghood, who finally arrives at her Grandmother's - where she is promptly swallowed up by the Wolf, who has already devoured the old woman. The Baker rescues them both from the confines of the Wolf's stomach. It's been an eye-opening day for Red Ridinghood, who sums up her new awareness with I Know Things Now and rewards the Baker with her cape.
Jack, however, does not make his mother happy when he returns to their cottage with the five beans, which she throws on the ground in disgust. Back in the forest, the Baker's Wife is making her way home with Milky-White when Cinderella stumbles into view. She is running from a Prince - brother to the first - and hides behind a tree as he and his Steward come searching for her. The Prince asks the Baker's Wife whether she has seen the girl, and when she responds that she has not, he and his Steward continue on their way.
Cinderella is about to leave as well, but the Baker's Wife is enthralled by the Prince and bombards her new acquaintance with questions about him. More confused than enchanted by his attention, Cinderella responds that he's A Very Nice Prince. She is ready to start for home when she notices a giant beanstalk growing in the distance; simultaneously, the Baker's Wife notices that the girl is wearing slippers "as pure as gold." She is all set to follow Cinderella when Milky-White takes off in the other direction.
The Baker's Wife chases after the cow, as the day draws to a close. All the characters are seen going about their business in the woods, oblivious of each other. They pause just long enough to deliver various morals (First Midnight) all, that is, except Rapunzel, who only sings her wordless song.
Jack has returned from his first trip up the beanstalk and, with new insight - not to mention stolen gold, with which he hopes to buy back his cow - explains what he learned upon discovering that there are Giants In the Sky.
The Baker and his Wife meet by chance, and she is forced to admit that Milky-White has run away. They go off in separate directions, and the Baker's Wife happens upon the two Princes. Fascinated, she eavesdrops. Both express the Agony they are experiencing in winning the hands of their respective maidens. Rapunzel's Prince tells his brother where his love is locked away, and when he describes her as having "hair as yellow as corn," the Baker's Wife is off in search of the maiden's hair.
Things seem to be falling into place for the childless couple. The Mysterious Man has found Milky-White and returned her to the Baker, and the Wife succeeds in yanking a long strand of hair from Rapunzel, giving them three of the four objects they need. When the Baker learns that his Wife has managed to obtain the hair, he realizes what she already knew: It Takes Two. Their joy is tempered when Milky-White abruptly dies.
The second midnight passes. After burying the animal the couple bicker over how to get another cow, and the Baker gives his Wife their one remaining bean. It is ultimately decided that he will search for a new cow, and she will again attempt to secure Cinderella's shoe.
Meanwhile, the Witch has discovered that Rapunzel is being visited by a Prince; she drags the girl from her tower and implores her to Stay With Me. Finally, unwilling to share her with anyone, the Witch chops off Rapunzel's hair and casts her out to a remote desert. Rapunzel's Prince, attempting to escape the sorceress, falls into a thicket and is blinded by thorns.
Jack, returning from a second trip up the beanstalk, encounters Red Ridinghood, who is now wearing a cape made of wolfskins. He shows her a golden egg and the hen that produced it and tells her of the Giant's golden harp. The now-skeptical Red Ridinghood calls him a liar and dares him to return to the kingdom in the sky and fetch the harp - which, of course, he proceeds to do.
Cinderella hobbles on, clearly wearing only one shoe, and mulls over her indecisiveness regarding the Prince (On the Steps Of the Palace). Desperate for the remaining slipper, the Baker's Wife gives her the last magic bean - which she throws away. Only when the Prince's Steward closes in on her does Cinderella hand over the golden slipper, swapping it for the other woman's shoes, easier for running.
Suddenly a tremendous thud is heard, which reverberates throughout the forest: there is a dead Giant in Jack's backyard. The ogre was pursuing Jack, but the boy was able to stop him by chopping down the beanstalk.
The Baker now returns with another cow, and it appears that the Witch's demands have been met. But she discovers that this cow is not as white as milk; it has been covered with flour. She tells the couple to fetch the dead Milky-White, whom she proceeds to bring back to life. The Witch instructs the Baker and his Wife to feed the other items to the cow and then milk her - the milk will be the potion. Milky-White, though, is still dry. The problem is that the Witch cannot have handled any of the ingredients needed for the potion, and she has touched Rapunzel's hair. But the Mysterious Man comes to the rescue, telling them to feed corn silks to the cow. The Witch reveals to the Baker that the Mysterious Man is in fact his father, who abandoned his son after his wife died. As the cow gives milk, the Mysterious Man, at last fulfilled by having helped end the curse on his house, keels over and dies before he and the Baker can speak.
The Witch drinks the potion and, with the spell broken, is restored to her former state of youth and beauty but loses her powers; the Baker's Wife becomes pregnant, and a wealthy Jack is reunited with Milky-White. As for the others...Cinderella marries the Prince after he discovers that hers is the foot that fits the golden slipper; Rapunzel encounters her Prince wandering aimlessly in the desert and, overcome at being reunited, restores his sight when two of her tears wet his eyes; Florinda and Lucinda are blinded by pigeons as punishment for their wickedness (Ever After).
But as the first act reaches its happy conclusion, another giant beanstalk begins to grow.
Once upon a time...later. The scene is similar to the opening of the first act, but this time, Cinderella sits on her throne in the palace, surrounded by her eager-to-please step family; Jack and his Mother have been considerably spruced up, as has their cottage, which now houses two friends for Jack - Milky-White and the golden harp - and the Baker's home has become too small for a family of three. As the Narrator explains and the others agree, despite a few complaints all are content with their lot (Prologue: So Happy).
But not for long. An explosive noise is heard, and the Baker's house crashes down around the family. The now-beautiful, powerless Witch appears and tells them that her garden has been trampled upon and destroyed. The huge footprints seem to indicate one thing: a Giant is on the loose. The Baker relays the news to Jack and his Mother, then heads to the castle to inform the royal family and to seek assistance. Soon after he returns home Little Red Ridinghood stops by and explains that her house has collapsed, her mother is gone and she is once again on her way to Grandmother's. The Baker and his Wife realize it is not safe to stay in their cottage and decide to escort the girl to her destination; Jack leaves home in search of the new Giant, and Cinderella, advised by the birds that there is trouble at her Mother's grave, goes off to investigate. And so we are back in the woods, which show more and more signs of havoc as the action progresses.
While the others are in the forest on urgent business, the Princes are preoccupied with different concerns: two more seemingly unobtainable maidens who have them in Agony.
They head off in different directions. The Baker's family and Red Ridinghood appear, unable to find the path of Grandmother's house. As they search in vain, they encounter the Prince's Steward, Cinderella's family and the Witch. Suddenly there is a loud noise, the earth shakes and a Giant hovers over them. The Giant is a woman. She has come in search of Jack, to avenge the death of her husband. They explain that Jack is not there, but the near-sighted Giant doesn't believe them. Not knowing what to do, they offer her the Narrator instead - they don't like the way he has been telling the story. He convinces them to let him go when he makes them realize that, if he is killed, they'll have to work out their stories on their own. But as he backs away from the group, the Witch throws him to the Giant.
Jack's Mother appears and begins arguing with the Giant. The Steward, afraid the old woman will get them all killed, hits her over the head with his staff, mortally wounding her. An hysterical Rapunzel runs on, cannot be restrained by the Witch and runs off in the direction of the Giant, who, in her relentless pursuit of Jack, tramples the girl. Jack's Mother dies, but not before she gets the Baker to promise that he will not let her son be harmed.
The Witch mourns the death of Rapunzel (Lament) and vows to find Jack and hand him over to the Giant. The members of the royal family go into hiding. But the Baker, his Wife and Red Ridinghood are determined to protect Jack. Leaving their baby with Red Ridinghood, the Baker and his Wife go off in opposite directions in search of the boy.
As the Baker's Wife makes her way through the forest, she runs into Cinderella's Prince, who seduces the wary, if willing, woman (Any Moment). At the same time, in another part of the woods, the Baker comes upon Cinderella at her Mother's now-destroyed grave and persuades her to return with him for safety. Meanwhile, the romantic interlude between their spouses comes to an end.
The Prince hurries off, and the Baker's Wife reflects on their encounter (Moments In the Woods). Realizing that her place is with her husband, she begins to make her way back. But it quickly becomes apparent that she is lost, and as she tries to find the right direction, the shadow of the Giant appears. The Baker's Wife panics, tumbles backward and is crushed to death by falling trees.
The Baker, joined by Cinderella, has returned to his child and Red Ridinghood. They await the return of his Wife. Instead, the Witch comes along, with Jack tightly in tow, and informs the Baker that his Wife is dead. Soon everyone is blaming everyone else for the presence of the Giant (Your Fault). The Witch silences the group and offers her perspective (Last Midnight) then disappears in a cloud of smoke.
The distraught Baker abandons abandons his son and the others, leaving his child in the care of Cinderella. As he runs away, just like his father before him, he meets up with the Mysterious Man. There follows a passionate exchange between the Baker and this apparition of his father, which helps him understand it is time to assume responsibility (No More).
The Baker returns to the group and, together, they devise a strategem to slay the Giant, with the help of Cinderella's faithful birds. While the others go off to put their plan into motion, Cinderella stays behind with the baby. Her Prince wanders through. She is upset that he has betrayed her and tells him she cannot return to him. Regretfully, he leaves.
Red Ridinghood returns with the news that her Grandmother is gone. As Jack and the Baker sit in a tree, ready to strike the unsuspecting Giant, the Baker informs the lad that his mother has been killed. The older pair comfort the younger ones with the thought that No One Is Alone. United, they kill the Giant.
One by one the other characters - dead and alive - return and present their morals to the story. With the words "Once upon a time," the Baker begins to tell his son the tale we have just heard. The Witch appears and shares her new-found wisdom - Finale: Children Will Listen.
- Sheryl Flatow