ACT 1 - England, 1800. Hearing the young, rich, single Mr. Bingley will rent Netherfield, a nearby estate, Mrs. Bennet plots to marry one of her five daughters to him ("WEDDING BELLS"), but her second eldest, Lizzy will wait for true love ("I CAN WAIT"). ("AT A BALL"), Jane, her eldest, catches Bingley's eye but Lizzy is snubbed by his arrogant friend, Mr. Darcy, though he notices her lovely eyes. At home, Jane tells Lizzy of her fondness for Bingley ("THE WAY HE HELD MY HAND"). Jane falls ill while visiting Bingley's sister, Caroline at Netherfield, due to her mother sending her by horse in a storm. Lizzy braves the mud to see Jane, who asks her to stay till she recovers ("THAT BENNET GIRL"). Darcy finds himself falling for Lizzy but vows he will not marry beneath his class ("THOSE EYES"). The sisters return home as their foppish cousin, Mr.Collins appears. Praising his patroness, Lady Catherine de Bourgh ("LADY CATHERINE") , he expresses a desire to wed a Bennet, picking Lizzy. On a walk, the daughters meet the charming Mr. Wickham, who gains Lizzy's sympathy when he tells her of his former friend, Darcy's terrible treatment of him ("LOVELY YOU"). At the ("NETHERFIELD BALL"), Lizzy suffers a string of annoyances as she tries to learn more about Wickham as Mary, the Bennets' middle daughter, screeches an aria ("MUSIC"). The next day Collins proposes to a horrified Lizzy, who refuses him ("MR. COLLINS' PROPOSAL"). Lizzy then learns that Wickham, whom she has grown fond of, is to be married and that Collins' proposal was accepted by Lizzy's friend, Charlotte. In a letter from Caroline, Jane reads that all have left Netherfield, causing Jane to believe that Bingley doesn't love her. Fed up, Lizzy decides to give up on men and bids them all a ("GOOD RIDDANCE").

ACT 2 - Lydia, the youngest Bennet, persuades her father to let her visit ("BRIGHTON") where a regiment is staying. Lizzy visits the Collinses ("ALL I NEED") and dines with Lady Catherine who, it turns out is Darcy's aunt. Darcy arrives and pays more attention to Lizzy than to Lady Catherine's daughter, who is planned for him. She upsets Lizzy by telling her how Darcy saved Bingley from an unwise marriage. The next day, Darcy arrogantly proposes to Lizzy ("DARCY'S PROPOSAL") who angrily refuses, citing his causing Jane's misery, his treatment of Wickham and his arrogance. Darcy exposes Wickham as a villainous liar. Confused, Lizzy returns home ("I DON'T KNOW MY HEART"). On vacation with her aunt and uncle, Lizzy is persuaded to visit Darcy's estate, believing him away. He appears, and seems a changed man ("SO CHANGED"). Learning that Lydia has run off with Wickham and that her father has gone to London to find them, Lizzy sadly tells Darcy all and returns home. The townspeople comment on the Bennets' sad situation as Mrs. Bennet laments it...and her ailments ("I'M NOT WELL"). All is mysteriously resolved. Lizzy learns that Darcy found the couple, married them and helped them financially. Bingley returns and proposes to Jane and she happily accepts ("THE WAY HE HELD MY HAND" reprise). Lady Catherine visits Lizzy, demanding her to refute a rumor that she's to marry Darcy. Lizzy knows nothing of the rumor but will not agree to refuse him. Darcy does return, proposes again to Lizzy and now, seeing him as he truly is, she accepts ("ALL I SEE"). The couples (and Mrs. Bennet!) celebrate with a double wedding.