ACT 1 - England, 1800.

Mrs. Bennet hears that the nearby estate, Netherfield, has been rented by the rich, single Mr. Bingley. She immediately begins plotting for one of her five daughters to marry him ("WEDDING BELLS"). Elizabeth (Lizzy), the second eldest Bennet daughter, won't marry until she finds true love ("I CAN WAIT"). At a ball, hosted by Sir William Lucas ("AT A BALL"), Bingley dances with Jane Bennet, the eldest daughter, to her mother's delight. Bingley scolds his friend, Mr. Darcy, for not dancing. When Bingley points out Lizzy, Darcy snubs her. On a second look, Darcy notices her lovely eyes. Lizzy, who overheard this conversation, tells her friend Charlotte about it. Darcy is declared the most arrogant man alive. At home, Jane tells Lizzy of her fondness for Bingley ("THE WAY HE HELD MY HAND"). Jane is invited to dine with Caroline, Bingley's sister, at Netherfield. Mrs. Bennet sends her by horse in the hopes of her having to stay the night, as it will storm. Jane writes home the next morning. She has caught a cold and needs to stay there. Mrs. Bennet is thrilled. Lizzy walks there to see her. Covered in mud, Caroline takes her to Jane, then mocks her to Bingley and Darcy, who defend Lizzy ("THAT BENNET GIRL"). Jane asks Lizzy to stay until she recovers. Caroline, jealous of Darcy's interest in Lizzy, as she wants him herself, treats her obnoxiously. When she is unable to get Darcy's attention, the women leave. Alone, he expresses his growing fondness for Lizzy but will not pursue a woman beneath his class ("THOSE EYES"). The sisters return home in time to meet their cousin, Mr. Collins, who will inherit their home when Mr. Bennet dies. Mr. Collins praises his patroness, Lady Catherine De Bourgh and, desiring to marry one of the Bennet girls, asks Mrs. Bennet if Jane is free. Hearing that she will probably marry Bingley, he chooses Lizzy. While walking, the sisters and Collins meet Mr. Wickham who flirts with Lizzy. Bingley and Darcy arrive and invite them all to a ball at Netherfield. Lizzy sees the tension between Darcy and Wickham. Bingley and Darcy leave. Lizzy, considering what she saw pass between Darcy and Wickham, carelessly twists her ankle. She is left to the care of Wickham. He tells her of his terrible treatment by Darcy ("WICKHAM'S SONG"). At the ball, Lizzy searches for Wickham, but hears that he won't come. She enlists Jane to find out what she can about him. Collins dotes on Lizzy, who thoughtlessly agrees to dance with Darcy. As they dance, she asks him about Wickham but receives no answers. Mrs. Bennet, overheard by Darcy, speaks of the probable marriage of Bingley and Jane. Mary, the middle Bennet daughter, screeches an aria as all express their feelings ("MUSIC"). The next day, Collins proposes to Lizzy, who refuses him, to her mother's anger ("MR. COLLINS' PROPOSAL"). Later that week, Charlotte tells a horrified Lizzy that she has accepted Collins' proposal. Jane finds out that Bingley has left for London and won't return. Darcy tells Bingley that Jane doesn't love him and that she is beneath him. Lizzy tells Jane to forget Bingley as Darcy tells Bingley to forget Jane ("FORGET HIM").

ACT 2 - Lydia, the youngest Bennet, persuades her father to let her visit Brighton, where the regiment is staying ("BRIGHTON"). Lizzy visits Charlotte and Collins who are now married. Lizzy asks Charlotte if she's happy ("ALL I NEED"). They dine with Lady Catherine, Darcy's aunt, who finds Lizzy impertinent. When Darcy arrives, she sees his obvious attraction to Lizzy and attempts to separate them. She wants Darcy to marry her daughter. She tells Lizzy that Darcy saved his best friend from an imprudent marriage. Lizzy, upset by this news, returns to her room. Darcy appears, declares his love to Lizzy and proposes marriage, though he says it is against his better judgement ("DARCY'S PROPOSAL"). Lizzy, disgusted and insulted, refuses him, telling him what she knows of Jane and Wickham. He leaves, but explains all to her in a letter, which exposes Wickham as a liar and scoundrel, though he admits misjudgement regarding Jane's feelings ("FORGET HER", reprise). Lizzy sees that she judged Darcy too harshly ("I DON'T KNOW MY HEART"). On a trip with her aunt and uncle, Lizzy visits Pemberley, Darcy's estate, believing he is away. He arrives unexpectedly and after some awkwardness seems a different person ("SO CHANGED"). They are invited to dinner but are prevented from attending when Lizzy finds out that Lydia ran off with Wickham. Lizzy returns home to find her mother suffering from the news of Lydia's flight ("I'M NOT WELL"). All mysteriously is resolved. Lizzy finds out from her aunt that it was Darcy who found Lydia and Wickham, arranged for them to be married and helped them financially. After an apology from Darcy, Bingley visits the Bennets and asks Jane to marry him ("THE WAY HE HELD MY HAND" reprise). She happily accepts. Lady Catherine visits Lizzy to have her refute a rumor that she is to marry Darcy. Lizzy has heard nothing of the rumor but will not say that she would refuse him. Wondering if he will ask for her hand again, she realizes what her answer would be this time ("IF HE ASKED ME AGAIN"). Darcy does return, asks Lizzy again to marry him and, this time, seeing the good in him, she accepts ("ALL I SEE"). Both couples (and Mrs. Bennet!) celebrate with a double wedding.