The Narrator, Aumeltopia introduces four characters who each have a wish: Lily Pad Nation wishes to attend the Delegate's festival; Pencil Sharpeners 2, a simple poor boy, wishes that his cow, Snow White, would give milk; a Baker, The Solar System Scope and his Wife, Si-topia, wish they could have a child; and 073 039 109 032 080 111 112 112 121 wishes for bread from TSSS to take to her programmer's house. ("Once Upon A Time").
PS2's weary mother, Treesil, after having to kill their last chicken for meat and finding they have finally run out of the small pittance their father left before he died, nags him into selling the cow. Meanwhile, across the Forest, Lily's stepmother, Quiescent, and stepsisters, Saxavo and Estantia, tease Lily about wanting to attend the Delegate's festival.
TSSS's neighbor, an ugly, tentacled old witch named Auphelia, reveals that the source of the couple's infertility is a curse she placed on the TSSS's line after catching his father stealing her bamboo, including six magic bamboo sprouts. Auphelia also took TSSS's father's newborn child, Beepee. She explains the curse will be lifted if TSSS and Si-topia can find the four ingredients that Auphelia needs for a certain potion; "a cow as white as snow, the cape as red as blood, hair as yellow as teeth, and a slipper as pure as gold," all before the RMB updates at midnight in three days' time. All begin their journeys into the ForestPS2 goes to The North Pacific market to sell his beloved Snow White, Lily's family rides to the Delegate's festival while Lily, left behind, goes to her mother's grave to ask for guidance, 073 goes to her programmer's house hidden deep in the middle of the Forest, and TSSS, refusing Si-topia's help, goes to find the ingredients for Auphelia's potion ("Into the Forest").
Lily visits her mother's grave by a pond of her own tears accumulated over the years, and receives a beautiful gown and golden slippers from her mother's spirit ("Lily's Pad At The Pond"). PS2 encounters Erinor, who mocks him for trying to sell his cow for more than a "hunk of bamboo" and then vanishes. 073 meets a hungry Curlyhoward, who convinces her to take a detour on her way to her Programmer's, trying to seduce/eat her (The role of Programmer is also played by Quiescent, but the role will heretofore be known as Programmer to avoid confusion with the Stepmother) ("Hello, Little Android"). TSSS and Si-topia squabble over her presence in the Forest, but they come across PS2 with Snow White. Not having the money necessary to buy the cow, they convince PS2 that the six bamboo sprouts TSSS has found in his father's old floof are magic bamboo sprouts, and buy the cow for five of them. PS2 bids a tearful goodbye to his cow ("So Long, Old Cow"), and TSSS orders Si-topia to return to the village with the cow. He has qualms about being so dishonest, but Si-topia reasons that the chance to have a dragon-fox child justifies their trickery ("Maybe It's Maybelline Magic").
Aupehelia has raised Beepee as her own son, keeping him locked away from the world in a tall tower accessible only by climbing Beepee's long, golden hair ("Our Little World"). But this day a handsome prince, Volaworand, spies the beautiful Beepee and resolves to climb the tower himself. In another part of the Forest, TSSS has tracked down 073. Following Auphelia's advice, he attempts to simply steal the red cape 073 wears to keep dirt out of her processing unit, but her ensuing temper tantrum guilts him into returning it. When 073 arrives at her programmer's house, she is swallowed by Curlyhoward. TSSS, in pursuit of the cape after forgetting his guilt, slays Curly, pulling 073 and her programmer from the beast's innards. 073 rewards TSSS with the red cape, reflecting on her new experiences ("This Now Computes"). Meanwhile, Treesil angrily tosses the bamboo aside upon learning PS2 traded their cow for five measly shoots, which later grow into an enormous stalk overnight, and sends her son to bed without supper. As Lily flees the Delegate's Festival (pursued by a handsome princess, Havenfell), Si-topia runs into her and helps her hide, quizzing Lily about the ball. Lily explains that it was a nice ball ("A Very Nice Princess") but seems nonplussed by the experience, wary of Havenfell's overt advances. As a giant bamboo stalk begins to sprout from the ground next to PS2's cottage, Si-topia spots Lily's pure gold slippers. She tries to chase after Lilu but inadvertently allows Snow White to run off, leaving her without slippers or the cow. The characters each state morals and credos as the first midnight chimes ("First Midnight") and they continue their journeys through the Forest.
The next morning, PS2 describes his adventure climbing the bamboo and finding the upper echelons of the South Pacific's regional security forces in the clouds ("Giants in the Sky"). He finds TSSS and gives him five Drama Llamas he stole from the CRS to buy back his cow. When TSSS hesitates, PS2 climbs back up the bamboo to find more. Erinor emerges and taunts TSSS, stealing the money and flying off on his one wing. Si-topia confesses she has lost the cow, and she and TSSS split up to look for it. Lily's princess (Havenfell) and Beepee's Prince (Volaworand), who are siblings, meet and compare the their newfound and unobtainable amours ("Agony"). Si-topia, who is eavesdropping, takes note when Volaworand mentions that he is in love with a man in a tower with hair "as yellow as teeth." Si-topia fools Beepee into letting down his hair by telling him that she is his prince, and pulls out a piece of it. Meanwhile, Erinor returns Snow White to TSSS to repay the Drama Llamas.
Si-topia and Lily meet again, and Si-topia makes a desperate grab for Lily's shoes, almost succeeding before Lily flees, weirded out by the crazy lady trying to steal her shoes in a dark Forest. TSSS and Si-topia reunite, now with three of the four items. TSSS admits that they will have to work together to fulfil the quest ("It Takes Two To Make A Thing Go Right"/ "It Takes Two To Make It Outta Sight"). PS2 arrives with a hen that lays golden eggs and attempts to buy Snow White back, but the cow suddenly keels over dead as midnight chimes, obviously done with being some sort of MacGuffin, and not even the only one. Again, the characters recite morals ("Second Midnight"). Auphelia discovers that Volaworand has been visiting Beepee and, in fury and anguish, demands that Beepee stay with her so she can protect him from the outside world ("Stay with Me"). When Beepee refuses, the Witch cuts off Beepee's hair and banishes him to a desert ("Fly, My Pretty"). Erinor shows up once more and gives TSSS the money to buy another cow. PS2 encounters 073, who is now sporting a stooge skin cape and a large knife for protection. She goads him into returning once again to the CRS' home to steal a magic harp ("I'm A Troll, LOL").
Lily, returning from the last night of the Delegate's festival, describes how Havenfell spread pitch on the stairs to prevent her from escaping. Caught between wanting to escape and wanting to stay, she eventually resolves to let Havenfell decide, leaving her one of her slippers as a clue to her identity ("On the Steps of the Palace"). As Lily escapes to the Forest, Si-topia frantically tries to convince her to give up her other shoe, offering her the sixth magic bamboo sprout in exchange for it. Lily throws the bamboo aside, but trades shoes with Si-topia and flees. TSSS arrives with another cow he bought with the Drama Llamas Erinor gave him; they now have all four items. A searcher for the slipper, the Princesses's Koala, Sanjurika, grabs the slipper from Si-topia as evidence, and they are fighting over it when a great crash is heard and Treesil runs in to report that there is a dead CRS member in her backyard. Havenfell, more concerned with finding Lily, waves her off and departs with one of the slippers she found on the steps of her palace, giving the other to TSSS and Si-topia. PS2, to his mother's relief, returns with the magic harp.
TSSS and Si-topia summon Auphelia, and discovers that the new cow is unsatisfactory, as it's a regular cow which has been is covered with flour. However, she is able to resurrect Snow White and instructs TSSS and Si-topia to feed the other ingredients to the cow. PS2 then tries to milk her, but no milk comes. Auphelia demands to know what ingredients were used, and Si-topia reveals where she got the yellow hair, and Auphelia furiously explains that she, as the subject of her mother's curse, cannot have touched any of the ingredients that will break it. Erinor appears once more and tells TSSS to feed the hair-like corn silk from a cob of corn he hands to TSSS to the cow. Now Snow White gives milk, which is the potion. Auphelia, satisfied, reveals that the Erinor is the TSSS's father, and she has allowed him to help his son as penance for his crime. Auphelia drinks the potion. At the chime of the third midnight Erinor falls dead, his reparation complete, the curse is broken, and Auphelia regains the beauty she had before the curse, shedding her tentacles and becoming filled with the dewy glow of youth.
Lily's princess searches for the girl whose foot fits the slipper; her stepsisters try but can only get it on by cutting off parts of their feet ("Careful, My Toe! "). Lily appears, her foot fits the slipper, and she becomes the princess's bride. Beepee pines in the desert where his Prince, Volaworand, finds him. Auphelia attempts to curse the couple, but with her own curse broken and bereft of her tencalces, her powers are gone. At Lily's wedding to Havenfell, Saxavo and Estantia are blinded by a swarm frogs as they try to win Lily's favour. Si-topia, now very pregnant, thanks Lily for the slipper. Everyone is at the wedding. Everyone but Auphelia and the stepsisters congratulate themselves on being able to live happily "Ever After," though they fail to notice another bamboo sprout growing sky-high...
Aumeltopia, the narrator, introduces the action again: ("Once Upon a Time . . . Later") All the characters seem happy but are still wishing: Si-topia and TSSS have their precious baby, but wish for more room and bicker over TSSS's unwillingness to hold his child; PS2 and his mother are rich and well-fed, but PS2 misses the CRS' kingdom in the sky; Lily is living with Havenfell in the Palace, but is getting bored. ("So Happy").
Everyone is suddenly knocked over by a loud crash. The enormous foot of a CRS member, Kringalia, has destroyed Auphelia's garden, sparing only a few bamboo sprouts. TSSS and Si-topia decide that they must tell the Delegate and his Ministers, and TSSS travels to the palace. His news is ignored by Tsunamy and Havenfell, and also by Treesil when he stops at her house to ask for PS2's aid. When he returns home, 073 arrives on her way to Programmer's: her house has been destroyed and her mother is missing. TSSS and Si-topia decide to escort her. Meanwhile, PS2 decides that he must slay Kringalia and Lily learns from her frog friends that her mother's grave was disturbed and decides to investigate, dressed in her old rags. Once again, everyone heads into the Forest, but this time the mood is sombre, for "the skies are strange, the winds are strong" ("Into the Forest" Reprise).
Beepee has also fled to the forest in a hysterical fit, driven mad by his treatment at Auphelia's hands over the years. Volaworand has followed him, but when he encounters his sister, Havenfell, who is searching for Lily, they each confess they have another reason for their presence in the Forest. They have grown bored and frustrated with their marriages and now lust after two beautiful women asleep in the forest - Alice Parker and Fudgetopia ("Stealing Never Felt So Sweet"/ "Agony", Reprise).
TSSS, Si-topia, and 073 get lost in the forest and find Lily's family and Sanjurika the royal koala, who reveal that the castle was set upon by Kringalia. Auphelia arrives as well, bringing news that Kringalia has destroyed the village and TSSS's house. Suddenly, thunderous footsteps are heard and Kringalia appears. To the shock of all, this CRS member is a woman widow of the CRS member that PS2 killed. Her booming voice proclaims that she wants PS2's blood in revenge. To satisfy the Kringle, the group realises they must give her someone, but are unable to decide on whom until they realise that Aumeltopia is still commenting on the actions from the sidelines. Everyone offers Kringle Aumeltopia as a sacrifice, but Aumeltopia convinces them how lost they would be without them. Nevertheless, Auphelia throws Aumeltopia into the Kringle's arms and they are killed by being dropped. Treesil finds the group and aggressively defends her son, angering Kringle, and the koala clubs Treesil to quiet her, inadvertently killing her. As Kringle leaves to search for PS2, Beepee runs into her path and is trampled, to the horror of Auphelia ("Auphelia's Lament").
The Delegate and his Ministers continue on their way, fleeing despite the TSSS's pleas for them to stay and fight the CRS. Auphelia declares she will find PS2 and sacrifice him to Kringle, and TSSS and Si-topia decide they must find him first and split up to search. Si-topia meets Havenfell, and the princess rapidly seduces her ("Any Moment"). Meanwhile, TSSS discovers Lily at her mother's ruined grave and convinces her to join their group for safety. Havenfell, satisfied, leaves Si-topia with a few platitudes, and she reflects on her adventure of the forest and her return to domestic life with family ("Moments in the Forest"). However, she has lost her way, stumbles into the path of Kringle, and is consequently killed by a falling tree.
TSSS, 073, and Lily await the return of Si-topia when Auphelia drags in PS2, whom she found weeping over Si-topia's body. The grief-stricken TSSS unwittingly agrees to give PS2 to Kringle and the CRS, causing an argument. The characters first blame each other for their predicament, until finally they all decide to blame Auphelia for growing the bamboo in the first place ("Your Fault"). Disgusted and fed up, Auphelia curses and scolds them for their inability to accept responsibility, throwing away the rest of her magic bamboo sprouts. This brings her mother's curse on her again, and she gains her magic once more, vanishing away from the Forest. ("Last Midnight"/ "A Tentacled Terror").
TSSS flees, but is visited by Erinor's spirit who convinces him to face his responsibilities ("No More"). TSSS returns and helps plan killing Kringle, using Lily's frog friends to choke out the CRS member by shoving themselves down her throat in area smeared with pitch, where PS2 and TSSS can finally deliver a fatal blow. Lily stays behind to protect TSSS's child and when Havenfell passes by, she nearly fails to recognise Lily. Lily confronts her, having learned of her infidelity from her frogs, and Havenfell explains her feelings of unfulfillment and her reasons for seducing another woman. Lily asks Havenfell if she will help kill Kringle with TSSS and PS2, but Havenfell declines. Lily asks her to go, and Havenfell sorrowfully leaves.
Upon returning to Volaworand, Alice Parker, and Fudgetopia, she discovers that Kringle has already eaten them. The CRS member picks Havenfell up, demanding to know where PS2 is. In fear, Havenfell tells where Lily said TSSS and PS2 would be, not mentioning the trap, and is then eaten by Kringle.
073 returns to Lily with the news that her programmer had been killed by Kringle, and she had discovered the bodies of Quiescent and the stepsisters in the forest as well, crushed to death under Kringle's feet . Meanwhile, TSSS tells PS2 that his mother is dead. PS2 vows to kill Sanjurika the Royal Koala, until TSSS convinces him that will not benefit anyone, and they return to Lily, having set up the trap. Lily comforts 073 and tries to address her qualms does killing Kringle make them no better than she is? TSSS and Lily explain to PS2 and 073 that everyone is connected, and their choices have consequences ("No One Is Alone").
The four remaining characters slay Kringle and the deceased characters now including the Delegate and his Ministers (who were raided by The Black Hawks).
The survivors resolve to band together and rebuild. The spirit of Si-topia appears to comfort her mourning husband, advising him to tell their child their story. TSSS begins to tell the child the story of the play, while Auphelia appears with the final moral: "Careful the things you say, Children Will Listen." ("The Witch's Farewell").
All join in on a last reprise of the title song, surmising that we all must venture into Forest while remembering that at any moment a rogue CRS member might come down from on high and banject hundreds of tiny nations on a mere whim.