Act One

During the Overture, we are introduced to a spirited mountebank (Christie) outside of the Theatre Royal, Drury Lane, hawking pictures of Edmund Kean, eighteenth-century London's leading Shakespearean actor ("Penny Plain"). As he sprints from the stage, we find ourselves inside of the theatre where the curtain has just fallen on Hamlet, and we meet the legend in the flesh. Kean is furious with his Laertes (Barnaby), claiming that he was nearly run-through in one of the sword fights. Kean doesn't get to finish this rather heated disagreement, as he is summoned by the applause of his adoring fans to take another bow. There is already more than a hint of the discrepancy between the on- and off-stage personas of this talented man.

Safely back in his dressing room, Kean is informed by his factotum (Solomon) that he has been invited to a ball to honor the Prince of Wales, given by the Danish ambassador (Count de Koeberg ). Kean's interest is piqued, but he decides it is unwise to accept the invitation... as he is having an affair with the Ambassador's wife (Countess Elena de Koeberg)!

Solomon produces a letter from Anna Danby, a beautiful young woman who attends all of Kean's performances. The discussion of Miss Danby is interrupted by the entrance of her fiancé, Lord Neville. Miss Danby is missing, and Lord Neville, knowing of her infatuation with the actor, is certain that Kean has information on her whereabouts. Kean is flattered but denies any complicity in the young woman's disappearance. Upon Neville's exit, Kean informs Solomon that he has changed his mind and will attend the ball at the embassy. Kean begins to realize that the characters he performs on stage are virtually indiscernible from the "character" he has become in real life ("Man and Shadow").

Gossip is afoot at the Embassy as the ladies and gentlemen of the court dance a stately Polonaise. Lady Amy Goswell is trying to dissuade her dear friend, the Countess, from pursuing the affair with Kean, knowing that he is a renowned drunk, debaucher and womanizer ("Mayfair Affair"). The Prince of Wales enters the elegant ballroom and announces that there is a rumor that Kean has run off with Miss Danby for financial gain, but the renowned actor, never one to miss a cue, enters, denies the affair and produces a letter that has allegedly been written by Miss Danby. The Countess reads the letter ("Sweet Danger") and assures the crowd that its contents completely vindicate Kean. The letter, in actuality, is an invitation from Kean for the Countess to join him the next evening in his dressing room! He sets the scene for their indiscretion by directing her to wear a veil and use a secret passage. Kean and the Countess acknowledge their deceit with a knowing glance upon her exit. As the assemblage is called to dinner, the Count informs Kean that he is not welcomed as a guest at his table. Left alone with his thoughts, Kean sings of the passion yet to be experienced at the clandestine meeting he has just arranged with the Countess ("Sweet Danger – Reprise").

Outside of the Drury Lane Theatre, we find a vivacious crowd of street vendors, acrobats and theatregoers singing a merry tune while eagerly awaiting the evening's performance. The excited crowd proclaims their favorite actor the "King of London." Inside of the "King of London's" dressing room, we find Kean anticipating the arrival of the veiled Countess ("To Look upon My Love"). Solomon tries vainly to discuss the numerous debts that the actor owes, but is assured that amorous attention will persuade the Countess to pay those bills ("To Look upon My Love – Part II").

The Prince of Wales storms into the dressing room, very aware that the letter read by the Countess was the identical love letter that Kean sends to all of his mistresses! The Prince makes an offer – abandon the Countess as a mistress, and The Prince will pay the actors' debts. A veiled woman enters from the secret passage, and the Prince, despite his suspicions, remains a gentleman and excuses himself. Kean is shocked to discover that the woman under the veil is not the Countess, but the beautiful Anna Danby! She admits that she has run away from her fiancé, Lord Neville, to become an actress and beseeches Kean to take her as an apprentice in his company. After an audition to discern her talents ("Let's Improvise"), Kean agrees to her proposal, and she happily exits. Kean settles back to prepare for the evening's show by having another drink. In a reflective moment before his entrance as Romeo, he sings of his love for the Countess ("Elena").

Meanwhile, on the foggy banks of the Thames outside of the disreputable Green Frog Tavern, Lord Neville and his henchman are plotting to discredit Miss Danby while, insid,e the tavern has erupted in song ("The Fog and the Grog"). When Kean arrives, he joins in the singing, taking a verse for himself. As the number ends and the customers of the tavern return to their pursuits. Miss Danby arrives at the tavern, sees Solomon and informs him that she is here at Kean's invitation. Kean reads the note that she received and denies its authorship. The letter must be part of a trap concocted by Lord Neville! Kean surmises that Neville's plan is to have Anna abducted from the tavern and ravaged, so that, in her disgraced condition, she'll have to marry any man that would still accept the damaged goods as a wife – namely Neville. Anna unashamedly reveals that Neville's plan won't work as she is already considered "damaged goods" from a previous dalliance. Besides, her plan is to marry Kean because he needs a wife.

Their conversation is interrupted when Kean is informed that the actress scheduled to play Desdemona the next evening has left town. In desperation, he offers the role to Anna. Lord Neville arrives, and Kean challenges him to a duel for writing the letter to Miss Danby and forging his name. Neville says that a duel between them is impossible, as a peer of England cannot fight a mere actor. Kean enlists the help of his fellow players to stage a divertissement and shame Neville ("The Fight"). As "victor" of the conflict, Kean tells a trio of prostitutes to finish Neville off. Neville leaves the pub in shame as the crowd again congratulates Kean as the "King of London."

Act Two

In the dressing room the following evening, we find Solomon and Anna rehearsing Othello, as Kean has not been seen since he left the Green Frog. A very hungover Kean enters, not remembering that he asked Anna to play Desdemona. He realizes that it doesn't really matter who plays the role because he's never going to act again! But, as the evening's performance is a benefit for Old Victor, Kean realizes that he and the show must go on, hangover or not. Anna tends to his aching head with a cool cloth, but Elena enters through the secret passage and interrupts the scene. A verbal sparring match between the women erupts, and Kean tries to intervene ("Civilized People"). Anna exits into the secret passage, hoping never to see her rival again.

Kean asks Elena why she didn't join him at the Green Frog, and she reveals that her husband has begun to suspect the affair! Kean admits that he is jealous, not of her husband, but of the Prince! Elena informs Kean of her own petty jealousy – if he appears onstage with Anna, there will be grave consequences ("Look upon My Love – Reprise"). She will be sharing a stage box with the Prince and can't be held accountable for her actions if her demands aren't met ("Service for Service"). They have reached a stalemate, and she exits into the secret passage.

The Count and the Prince enter the dressing room, stating that they heard a woman's voice while still outside the door. Kean admits nothing, and the disgruntled Count exits. The Prince asks the identity of the veiled woman, suspecting that it was the Countess Elena. Kean assures him that it was not and asks the Prince not to share his box with the Countess at this evening's performance. The Prince says that he would agree on the condition... provided that Kean never sees Elena again. When no agreement is reached, the Prince exits. Anna reenters from the secret passage, and they review the Othello scene again, complete with Desdemona's strange "Willow Song."

On the other side of the curtain, we find the nobles greeting each other ("In the Boxes"). Neville enters, sporting black tie... and black eye... and tells the Countess that her lover and Miss Danby were at the Green Frog together! The Countess becomes even more upset when the curtain rises to reveal Anna playing Desdemona. The battle is on! Elena inquires rather loudly of the Prince if Miss Danby could be any worse in the role of Desdemona! Both Anna and Kean begin to forget their lines as Neville shouts that Kean is a fool. Kean quickly tries to resume the scene, but, despite Solomon's prompting, Anna is still lost. Elena asks, "Why doesn't he kill her and have done with it?" Kean leaps towards the Prince's box and demands silence! The audience responds with jeers and shouts, and Kean begins to attack them verbally, too. Kean asks the crowd, "Who is Kean? An actor? A person?" The disgruntled and confused Kean relinquishes his title as "King of London" and offers his "subjects" back to the Prince as he storms offstage.

The angry crowd exits the theatr,e demanding satisfaction for the offensive behavior of their formerly favorite actor ("Fracas at Old Drury"). Kean has offended the Prince of Wales and is therefore a traitor! He is no longer the "King of London" but the King of Clowns. Christie and the acrobats (Tim, Pip and David) try to assuage the crowd, realizing that their livelihood is over if they don't win them back. They devise a plot to change the spirits of the crowd with an optimistic song ("Chime In!").

We find Kean in his sitting room, where he has spent the night, staring into the mirror. Barnaby, Ben and Francis offer him a bottle of whisky to drown his troubles, but he responds that it does not matter, as he shall never act again! They exit as he resignedly awaits his arrest for publicly insulting the Prince. A series of hasty encounters begins – Anna enters and states that she has been offered a contract in New York and is leaving for America. Solomon enters and announces that the Countess has arrived, and Anna is quickly ushered into the secret passageway. The Countess enters, and Kean begs her forgiveness, trying to convince her that they must escape together ("Swept Away"). The Count's voice is heard outside of the door, and Elena heads for the first secret passage, only to find that Anna is already hiding there! She secretes herself in the second passage as the Count enters, demanding satisfaction. He knows that there is a woman hiding in the passage... and he suspects that it is his wife! Anna enters from the first passage and discredits her own reputation to save Kean from dueling with the Count. Two Guardsmen enter and arrest Kean by order of the Prince of Wales.

The evening's performance is about to begin. As he crosses the stage, Kean is stopped by the Prince, who dismisses the guards. The Prince admits that he, Kean and Elena are all very much alike – dependant on the love of others, but all three are quite incapable of loving. The Prince offers Kean a choice – prison or a public apology. The Prince goes to join Lady Goswell as the other nobles gather in their private boxes. Kean tells the stage manager to raise the curtain and begins his public apology to the Prince. The Prince soon realizes that Kean is not using his own words, but those of the Bard to fashion his "Apology." As lights cast three enormous shadows on the wall behind him, Kean calls for an ending to this lifetime of confusion. Who is he really? Othello? Hamlet? Richard? Does he deal in truth only through the illusion of the stage? As the curtain falls, Kean begs the audience that created this illusion finally to make him real!