Act One

A waterfront in New York City. Various walks of life are waiting for men to arrive from sea ("Roll Yer Sox Up"). Marthy, a brassy and mature woman, enters and chastises Chris, a drunken Swedish seaman, because he has stood her up while drunk. She informs him that a letter came to the bar for him. His daughter from Minnesota, Anna, is coming to visit. Chris hasn't seen Anna since she was a child; Chris left her on a farm with relatives after her mother died. The letters claim that Anna is a nurse. Chris hurries to clean himself up in order to meet her at the bar ("Anna Lilla").

Meanwhile, at the bar, Larry the bartender and two longshoremen sing a ragtime tune ("Sunshine Girl"). Marthy enters and gets drunk while waiting for Anna. When a weary women enters and downs a whiskey, Marthy is surprised to learn that she is Anna. It is revealed that Anna is a prostitute who has come East after having gotten out of jail. She is hoping that her father can give her a place to stay, despite the fact that he abandoned her and hasn't seen her for years. Marthy assures Anna that her father is a decent guy and has been thinking about her every day since he last saw her.

Chris arrives, cleaned up and sober. Anna wonders why he never tried to find her. Chris apologizes but guarantees her that she has lived a better life on the farm. She reveals the reality of that life: constantly grabbed, seduced and threatened by her cousins and uncles ("On the Farm"). He fails to understand what she is implying. Chris then offers her a place to stay until they depart for a barge in Boston. Chris makes Marthy move out so that Anna can move in. Marthy becomes upset but has no recourse. Her girlfriends recommend that she just shack up with someone else in the meantime, but she feels too old for that ("Flings").

A few days later, Chris and Anna are found on the barge. It is a foggy night as Anna sits on the deck watching the sea; she loves the fog. Chris tells her that all of their family members back in Sweden were sailors. He goes off to bed and encourages Anna to do the same, but she is enjoying the fog too much ("It's Good to Be Alive"). Suddenly, there is a commotion on the front deck. A group of shipwrecked sailors are in an open boat: two of them are in poor condition and taken into the cabin. The third sailor, Matt Burke, is safe and unharmed. He is shocked to see Anna and kisses her, much to Anna's dismay, who pushes him away. Eventually, she softens a bit and brings a coat to Matt. He promptly faints, and Chris has the others carry Matt to his room.

On the street near the New York Waterfront, a crowd and the press wait for the sailors to hear about the heroic rescue tale. Chris is frustrated that the press is ignoring him, even though he is the rescuer. He expresses concern about Anna talking to Matt, but she tells him that her life is none of his business. Later, the reporters press Matt for details, but he refuses to talk. Finally, they implore him to give them something, and he tells them about a girl who has unexpectedly changed his life – Anna ("Look at 'Er").

On the Waterfront two days later, Mr. Alderman, a political figure, gives Chris two tickets to the Check Apron Ball to reward his part in the rescue. Chris runs off to tell Anna. Soon thereafter, Marthy learns of Chris' tickets; she is overjoyed at the thought of going and is certain that Chris will ask her. Matt comes to the Waterfront and asks Marthy if she has seen Anna. Marthy goes off to find Chris and discuss the ball. Left alone, Matt contemplates how great he feels about everything ("It's Good to Be Alive – Reprise"). Anna enters, followed by a traveling salesman. Matt stops the man from bothering her but when he tries to hold her, she pushes him away again. He asks her to the ball; she accepts.

Elsewhere, Marthy finds Chris and asks him to take her to the ball. When she presses the matter, suggesting that Anna might have plans of her own to go with Matt, Chris tells her that he would still refuse to take her; Marthy is not refined enough for the ball. She is hurt by this rejection and feels as though he owes her ("Yer My Friend, Ain't Cha?"). He still refuses, but she twirls him into a dance and takes a ticket from his back pocket.

A few days later, Anna shows Marthy the dress that Chris bought her for the party. Out of jealousy, Marthy takes a dig at her about the dress, reminding Anna that she knows the truth about her past. Chris is not happy that Anna is going with Matt. Marthy leaves after Matt arrives, saying that he loves Anna; she finally tells him that she loves him, too. She asks him to remember that she has never loved a man before, no matter what happens next ("Did You Close Your Eyes"). Chris then enters, and Matt announces that he and Anna are getting married. Anna is just as surprised as Chris to hear this. He does not want his daughter to marry a sailor, and the two men get into an argument. Anna stops them by throwing her new dress on the floor and declaring that she isn't going to the ball. Chris then promises that he won't fight with Matt for the duration of the evening. The two temporarily end their fight.

That evening, people are making their way over to the ball. Inside, the brewery has been decorated in great style. The liquor is flowing, so everyone appears to be having a wonderful time ("At the Check Apron Ball"). Marthy tries to maintain a dignified manner, but as she watches everyone praise Anna and ignore her, her resistance crumbles and she becomes drunk. Much to his dismay, Matt watches Chris parading Anna around to all of the political bigwigs. Mr. Alderman asks Anna to dance, and soon the whole crowd is dancing ("There Ain't No Flies on Me").

Act Two

Still at the dance, Marthy becomes completely intoxicated and fights with Chris when he reprimands her. The Alderman intervenes and encourages them to set a good example; he suggests that they lead a dance. Marthy declines and makes Anna dance with Chris ("Ven I Valse"). After the dance, Marthy tries to approach Anna to harass her, but Matt intercedes. Marthy lashes out and eventually faints. She is taken outside. Anna goes to Matt, but he pulls away from her. Outside of the Brewery, Matt questions Anna about Marthy's statement. Anna finally tells him the truth about her past. He pushes her to the ground and runs out. Chris and a group of politicians find Anna outside and tell her that Senator Malone wants to dance with her, but she refuses and goes for a walk alone, instead.

Now ready to leave Anna and their romance behind, Matt decides to join a crew on a ship going to China. Marthy, regretting what she has done, tells Anna that she should lie to Chris and discredit what Marthy told him. In the midst of this, a group from the ball enters ("Sunshine Girl"). Anna, meanwhile, goes to see Matt and convince him that she has changed, but he continues to reject her. She maintains that what she revealed earlier is actually not true – she has never loved any man before Matt. He doesn't believe her. Marthy tries to apologize for the joke that she played on Matt, but it is too late. He wants nothing to do with Anna and leaves. Marthy feels terrible and vows to reform her ways.

In Chris' room, Anna is crying as her father tries to console her. Chris is preparing to go out on a barge and wants Anna to come with him. He still believes that his daughter is a virgin princess, even though she tries to make him see the truth. Left alone, Anna reflects on the reality of love ("Ballet"). She goes outside, and Henry, a neighborhood produce seller, offers to escort her from the bad part of town to the main street. She consents.

A year passes. Back on the Waterfront, Chris comes looking for Anna. She now lives on Staten Island with Henry, and this is the one day when she visits each week. Matt is back in town from China, and Chris is panicked at the thought that Anna might see him again. Before Chris can intercede, Matt enters and inquires about Anna. Chris quickly reports that she doesn't want to see him anymore and that she is married.

Henry then enters carrying a bushel basket full of potatoes. Anna, who is now wearing coarse, old farm clothes, is also carrying a bushel of potatoes. Henry appears to know nothing of Anna and Matt's past, and actually encourages her to visit with her old friend while Chris helps him deliver the potatoes. Left alone, Anna and Matt reconnect and feel the mutual attraction return. Henry comes back, and as he prepares to leave, she informs him that she is going to stay and talk to Matt. She then confesses to him that she isn't married but that she is working on a farm on Staten Island. She is just trying to be a better person. Her father knows nothing.

Chris returns and tells Anna not to be late for the ferry. She prepares to leave. Matt, however, stops her and asks her to take a later ferry. Chris tries to interfere again, but Anna agrees to dinner with Matt and goes to tell Henry that she'll be taking a later ferry. Suddenly, Marthy enters with a few of her friends. She is dressed very neatly in a long blue skirt with a long club coat. She now works with a group that collects contributions for the Seamen's Home, a place for the poor homeless seamen to hang out ("Chess and Checkers"). She greets Matt quickly but has to get back to collecting donations. Chris asks Marthy what he should do, now that Matt is back in town. Marthy tells him that he cannot control Anna any longer.

Anna comes back from the ferry, no longer wearing her farm dress. She runs into Matt's arms, and the two promise always to be there for one another. Matt takes a new earring from his ear and gives it to Anna. Once again, true love wins out over the many adversities thrown in its way ("Look at 'Er – Reprise").