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Act I听
Vienna, during the reign of the Empress Maria Theresa. The Marschallin, Princess von Werdenberg, has spent the night with her young lover, Octavian, Count Rofrano. He hides when a page brings breakfast, then again when loud voices are heard in the antechamber. The unexpected visitor is the Marschallin鈥檚 country cousin, Baron Ochs auf Lerchenau. Bursting into the room, he brags about his amorous conquests and his upcoming marriage to Sophie von Faninal, the young daughter of a wealthy bourgeois. When he asks the Marschallin for advice as to which cavalier could present Sophie with the traditional silver engagement rose, she suggests Octavian鈥攚ho suddenly, to avoid discovery, emerges from his hiding place disguised as a chambermaid. The baron instantly starts to make advances towards 鈥淢ariandel,鈥� who quickly makes her escape as the room fills with the daily crowd of petitioners and salespeople. Among them is an Italian singer, whose aria (鈥淒i rigori armato鈥�) is cut short by the baron鈥檚 wrangling with a lawyer over Sophie鈥檚 dowry. The baron hires a pair of Italian intriguers, Annina and Valzacchi, to locate the shy servant girl.

When the room is cleared, the Marschallin, appalled by the thought of the rude Ochs marrying the innocent young girl, muses on her own waning youth (鈥淒a geht er hin鈥�). The returning Octavian is surprised to find her in a distant and melancholy mood. He passionately declares his love but she can only think about the passing of time and tells him that one day he will leave her for a younger woman (鈥淒ie Zeit, die ist ein sonderbar Ding鈥�). Hurt, he rushes off. The Marschallin tries to call him back, but it is too late. She summons her page and sends Octavian the silver rose.

Act II听
On the morning of her engagement, Sophie excitedly awaits the arrival of the cavalier of the rose. Octavian enters and presents her with the silver rose on behalf of the baron. Sophie accepts rapturously, and the two young people feel an instant attraction to each other (Duet: 鈥淲o war ich schon einmal鈥�). When Ochs, whom Sophie has never met, arrives, the girl is shocked by his crude manners. The baron goes off to discuss the wedding contract with Faninal, and Sophie asks Octavian for help. They end up embracing and are surprised by Annina and Valzacchi, who summon the baron. The outraged Octavian grazes the baron鈥檚 arm with his rapier and Ochs melodramatically calls for a doctor. In the ensuing confusion, Sophie tells her father that she will not marry the baron, while Octavian enlists Annina and Valzacchi to participate in an intrigue he is hatching. When Ochs is alone, nursing his wound with a glass of wine, Annina, sent by Octavian, appears with a letter from 鈥淢ariandel,鈥� asking the baron to a rendezvous. Intoxicated with his own charm, Ochs is delighted at the prospect of a t锚te-脿-t锚te. When he refuses to tip Annina, she determines to get even.

Act III听
At Octavian鈥檚 instigation, Annina and Valzacchi prepare the back room of a dingy inn for Ochs鈥檚 rendezvous. Before long, the baron and 鈥淢ariandel鈥� arrive for a private supper. As she coyly leads him on, grotesque apparitions pop out of windows and secret panels, terrifying the baron. Annina, disguised as a widow, runs in crying that Ochs is the father of her many children. When the police appear, Ochs claims that 鈥淢ariandel鈥� is his fianc茅e. The arriving Faninal, furious at his future son-in-law鈥檚 behavior, summons Sophie to set matters straight, then faints and is carried off. At the height of the confusion, the Marschallin enters. Octavian takes off his disguise and the Marschallin explains to Ochs that it was all a farce. The baron finally admits defeat and leaves, pursued by the innkeeper and various other people who all demand payment of their bills. Left alone with Octavian and Sophie, the Marschallin laments that she must lose her lover so soon, but nevertheless accepts the truth. She gives the bewildered Octavian to Sophie and quietly leaves the room (Trio: 鈥淗ab鈥� mir鈥檚 gelobt鈥�). The young lovers realize that their dream has come true (Duet: 鈥淚st ein Traum鈥�).