It's the summer of 1961 in the English town of Highbury and Emma Woodhouse, a spirited young woman, has just arranged a match for her former governess, Mrs. Weston, while all the people of Highbury surround her and sing her praises. ("Queen Anne's Lace"). After the ceremony, Emma's father, the curmudgeonly Mr. Woodhouse, is befuddled as usual as to why young people have to get married. Mr. Knightley, an old friend of the family who had been away on business, drops by Hartfield, (the Woodhouse residence) to inquire about the wedding. This leads to a lively discussion with Emma, as she claims "the match" was all her idea. Knightley disagrees ("I Made the Match Myself").

A wedding at Hartfield is always followed by a party at Hartfield and it is here where we meet the lively Miss Bates who cannot stop talking about her remarkable and beautiful niece, Jane Fairfax, (who also happens to be Emma's rival). Another letter arrives from Jane, Miss Bates cannot control her excitement and the company sing of their own complicated relationships with family. ("Relations"). After the song, Emma's determination as a matchmaker strikes again. She is convinced the new vicar, Mr. Elton, is a perfect match for her sweet little friend, Harriet Smith, who locks on to Emma like a lost puppy. Emma feels she can "improve" the girl and make her worthy of a man of Mr. Elton's stature. She begins to work her magic on Harriet and Mr. Elton. Gentleman's Daughter").

An idea has been set. Emma will paint a portrait of Harriet while Mr. Elton looks on and surely after that he will have no choice but to fall in love with her. Emma is convinced the idea will bring the two of them together immediately. But things don't go exactly according to plan as Emma's artistic skills cannot quite equal her matchmaking skills. ("The Portrait").

The next day brings exciting news. Harriet has gotten a letter of proposal! Emma is elated with the news and barely able to contain herself. Is she really so good at matchmaking that a proposal could happen this quickly? No, actually. The letter is not from Mr. Elton but rather from Mr. Robert Martin, a local farmer who has struck up a sweet friendship with Harriet. But Emma is cold on the subject of Robert Martin as she feels the match is beneath Harriet - and certainly not as good as the match Emma has personally designed for her. Harriet very reluctantly rejects Robert Martin's offer of proposal based on Emma's advice. Emma is pleased but the news comes as a shock to Mr. Knightley, as he had been mentoring Robert Martin and approved the union and is now incredulous that Emma has separated the two of them for her own selfish purposes. But Emma is not having it. ("The Argument").

Soon, the portrait that Emma has painted is revealed at Hartfield ("Hartfield") and Mr. Elton appears especially happy with the work. Emma takes this as a positive sign that Mr. Elton is able to admire Harriet's beauty, in spite of Emma's own artistic shortcomings. Just then Mr. Weston arrives with a letter from his son, Frank Churchill, announcing that he will soon be in Highbury. Everyone has "heard this before" but Frank Churchill never shows up and no one believes this time will be any different. But Emma reflects on the man she has never met and images what he would be like. ("Should We Ever Meet")

But whatever joy Emma was feeling about Frank Churchill or Harriet's portrait were soon to be undone. Mr. Elton has found Emma on her own and we soon learn that it's not Harriet that Mr. Elton has been admiring and praising -- and in an utterly unabashed moment, Mr. Elton declares his mad, passionate love for Emma, completely shattering all her illusions about his being interested in Harriet. She is instantly appalled and unnerved by the offer and rejects him unceremoniously. Bitterly disappointed Mr. Elton shows himself out while Emma collapses in her misery. How could she have been so horribly wrong? And now what will she say to Harriet?

Emma decides to bring Harriet to the Bates apartment. Miss Bates, with her lively conversation, is sure to cheer Harriet up. But that meant seeing Emma's rival, Jane Fairfax, who had just arrived in town. And even worse, Miss Bates kept bringing up Mr. Elton, the subject Emma wanted most to avoid, but Miss Bates was never one to let a good piece of gossip go unreported. ("Have a Piece of Cake").

A few days later, Harriet comes to Hartfield with news that she had just run into Mr. Robert Martin and his sister! ("Mr. Robert Martin"). Emma is immediately displeased and as Harriet goes on and on about the chance meeting, Emma feels obligated to bring her back down to earth and so she tells Harriet of Mr. Elton's sudden engagement, hoping this will finally get her to stop talking about Robert Martin. But it does not, much to Emma's dismay.

Frank Churchill finally arrives in Highbury and Emma is delighted to meet him at last. He was as tall and handsome as advertised and he completely lived up to all of Emma's expectations. Was this the beginning of a new romance? ("Home"). And what would be a better way to welcome this new visitor to Highbury than a party at Hartfield? Emma was beginning to feel that things might work out after all. Could Frank Churchill be a match for her? She wondered. ("The Recital")

Emma imagines how the wedding would look in her mind ("Pride and Sense") but her fantasy is soon interrupted by Frank Churchill himself, who must unhappily reveal that his aunt has ordered him to return to London immediately. Yet, before he departs, he begins to make a passionate confession to Emma but is interrupted by the presence of Mr. Weston before he can get the words out. When Frank leaves, Emma imagines what he was about to say to her and how she feels about it. ("So This is How Love Feels"). But by the end of the song we realize that Emma has completely misread the situation as it now appears Frank's love is not for Emma, but rather for her rival, Jane Fairfax.

Meanwhile, Harriet has another chance encounter with Mr. Robert Martin where more awkwardness ensues as the two try hopelessly to communicate unsuccessfully with each other. ("Mr. Robert Martin" Reprise). This is soon followed by the arrival of Mr. Elton's new bride, Mrs. Elton, a thoroughly unpleasant woman of overly exaggerated manners. Emma can barely contain her disgust for the woman when Mr. Weston bursts into the room to announce that Frank is once again returning to Highbury. Mrs. Weston, hoping for a union between Frank and Emma, is equally as excited and shares her enthusiasm with Emma. But Emma seems rather unmoved by the news. Is this what love is supposed to feel like? Maybe not.

Emma had planned to throw a ball for Frank last summer, and now with his return, plans were quickly made for a larger more formal party. Everyone in Highbury was in attendance and Emma was having the most delightful time until she realized that Harriet Smith was the only girl at the party not dancing. No one had asked her. Emma was mortified but when Mrs. Weston tries to resolve the matter by suggesting to Mr. Elton that he ask Harriet to dance, he refuses with a feeble excuse and leaves Harriet without a partner. ("Humiliation"). But by the end of the song Mr. Knightley comes to the rescue and asks Harriet to dance, and for a few brief shining moments, he makes Harriet feel like a princess while the whole ballroom looked at her dancing with the most gentlemanly man in the room.

Emma is touched and pleased with Knightley's heroics and tells him so. Knightley is not one to sing his own praises and changes the subject. "And with whom shall you be dancing next"? "With you, if you will ask me", replied Emma. "After all, we are not really so much as brother and sister as to make it at all improper". She crosses out as Mr. Knightley reveals his true feelings for her. ("Emma").

A few days later, Emma's reading is interrupted by Frank Churchill who is carrying Harriet into the room. It seems she was attacked by gypsies but Mr. Churchill came to her rescue just in time. Strange. Why had Emma not thought about Frank Churchill for Harriet before? Perhaps he is her perfect match. No. She will not stir a step nor drop a hint. She is out of the matchmaking game. But after Frank leaves Harriet reveals to her that her heart is indeed taken by someone. Emma's spirits are immediately lifted. But Harriet wonders whether the match is realistic because of their different stations. Emma convinces Harriet that love can overcome class when it's based on true feelings. They agree never to name the person they are discussing but Emma now has a new hope for her little friend. ("Stranger Things Have Happened")

How will Emma create this match? A party is arranged for strawberry picking at Box Hill, part of Knightley's estate. Emma schemes to bring Frank Churchill and Harriet together but nothing goes as planned. Harriet seems uninterested in sitting anywhere near Mr. Churchill and Mr. Churchill himself pays too much attention to Emma. In a moment of weakness and frustration, Emma lashes out at Miss Bates for an innocent random comment and shocks the assembled party. Mr. Knightley is especially upset at Emma's wicked insult and when the two of them are alone he scolds Emma for her rude remark. ("Badly Done").

Emma feels terrible about the incident and decides to apologize to Miss Bates, but when she arrives at her apartment she is met by Jane Fairfax instead. Jane invites Emma in and she begrudgingly accepts the invitation. But Emma was not prepared for what happened next as Jane reveals that she and Frank Churchill have secretly been long engaged. Franks aunt, Mrs. Churchill, has just died and now the match, which the aunt opposed, can be celebrated out in the open. Emma is shocked, but ultimately happy for them. She and Jane mend their differences and decide to become friends. ("Home Reprise")

Now Emma must break the bad news to Harriet. She feels terrible that she let her little friend down yet again. But Harriet seems unperturbed by the news and Emma quickly learns that it is not Frank Churchill whom Harriet loves but rather Mr. Knightley. Emma is taken aback and does not attempt to hide her surprise. For the first time, Harriet does not back down to Emma and claims that she feels she has the right to win the affection of a man like Mr. Knightley and storms out of the room. Emma is literally flabbergasted. And the weight of Harriet's admission has affected her in unexpected ways. The thought of Harriet and Mr. Knightley is bothering her a little more than it should. Is it possible that Emma herself has feelings for Mr. Knightley? ("The Epiphany").

With her sudden realization that she is in love with Mr. Knightley, Emma begins to gain more self-awareness. She apologizes to Miss Bates for her rude remark and for the first time in her life she takes responsibility for her actions. But now she feels completely vulnerable. What will she say to Mr. Knightley? Does he feel the same or is he in love with Harriet Smith? The answers are soon revealed when Mr. Knightley, at last, makes his confession to Emma and asks for her hand in marriage. ("Emma Reprise"). The proposal is enthusiastically accepted and the match is complete. The one match she didn't see coming.

Emma and Mr. Knightley gently break the news of the impending marriage to Mr. Woodhouse, who has his usual curmudgeonly response to the idea but is soon won over. At the same moment, Harriet Smith returns to Hartfield after a long absence. Harriet confesses to Emma that she is engaged to Robert Martin. To Harriet's surprise, Emma celebrates the news with utter joy and apologizes for all her unnecessary interference. The marriage of Harriet Smith and Robert Martin follows, with all of Highbury in attendance, and, of course, with Emma taking full credit for the match she once tried to stop. ("Finale").