is a tale of romance and intrigue set in a country inn in the England of the early nineteenth century (WAYSIDE INN). A sudden accident to a coach and a gallant rescue (THE RESCUE) brings to this inn four adventurous people--a Virginia Vestoff and Reid Shelton lovely Lady, her Maid, Louise, a dashing Lord, and his Man, Charles (ENTRANCE POLONAISE). The Lady is the Prince's mistress, all too anxious to run away and leave behind the kind of life the Lord represents (GOODBYE, MY SWEET).

The Innkeeper and his Wife, eager to have these guests stay longer, hope that a love affair will be kindled (ROMANCE!). The Lord and Lady seem perfectly matched. But it turns out that the Lord is more interested in his purse and gaining the favor of the Prince than he is in romance. The Lady tries to flee on foot, but the Man discovers her sneaking out through the garden. He recognizes her from her former life as a well-loved actress. She doubts that she was ever "well-loved" (LOVER LOST). Meanwhile, the Maid, longing to return to the palace, flirts with the Lord (ONCE YOU'VE HAD A LITTLE TASTE).

Later, while doing their chores, she and the Man meet. She hopes to marry a nobleman. But the mysterious Charles views life philosophically (HULLA-BALOO-BALAY). The servants prepare an elegant table (DINNER MINUET), but during dinner the Lord and Lady engage in verbal duels (YOU'D BE AMAZED) that lead to acid insults (A FRIEND LIKE YOU).

The Lord, outraged, plots to see her humbled. He commands Charles to seduce her--she will be humiliated, making love to a servant. Charles, however, sees the true woman behind the Lady's facade of a royal mistress. An assignation is arranged--they will meet that night in theLoad of Mischief - Inn Sign - from Hogarth garden. The Lord accosts the Maid and exacts a promise to meet in his room. The Man, however, has second thoughts about the part he must play (COME TO THE MASQUERADE).

The Lady enters the garden. At first she suspects a plot (MAN WITH A LOAD OF MISCHIEF). But she is finally convinced that this man truly loves her. They kiss, and she goes to her room to await him. As the Man turns to follow her off, he questions his conscience once more, and the curtain falls on Act One (COME TO THE MASQUERADE [Reprise]).

The next morning, the Innkeeper imagines that the Lord and Lady passed a romantic night together (WHAT STYLE!). The Lady awakes, feeling the joy of finding her first true love (A WONDER). But the Man, unconvinced that the Lady is ready to abandon the world to which she belongs, "confesses" to her that he made love to her on his Lord's orders. She is devastated, and resolves to leave the inn alone. The Man longs for her to give up her false world (MAKE WAY FOR MY LADY). Later, the Maid discovers the Lord having his morning coffee. She is remembering last night, but he tells her that nights are made to be forgotten (FORGET!).  

The Maid, bitter and infuriated, storms out. The Innkeeper's Wife complains about her husband's faults, but admits she's content with him the way he is (ANY OTHER WAY). Later, the Lady informs the Maid that she is about to leave her. The Maid remembers that the simple things are more important than the high life (LITTLE RAG DOLL). The Lord threatens to send the Lady back to the Prince, but she returns the favor, threatening to tell the Prince that she and the Lord were lovers (ROMANCE! [Reprise]).

The Lady then discovers that the Man's confession was only to test her sincerity, that his love is indeed real (MAN WITH A LOAD OF MISCHIEF [Reprise]). The imminent arrival of the Prince brings the intrigues, the stratagems, and the various affairs to a swirling climax (SEXTET) as Charles and the Lady determine to lead a life together, free from the false pride and the foppish posturing of their shallow society (MAKE WAY FOR MY LADY [Reprise]).

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