The scene is set in Maria Theresa’s Vienna. As morning sunlight streams into her boudoir, the Marschallin (Princess von Werdenberg) is embraced by her young love, Octavian (Count Rofrano) who hides when breakfast is brought, then again when loud voices are heard in the antechamber. The unexpected visitor is the Marschallin’s coarse cousin, Baron Ochs, who has come to discuss his pending marriage to Sophie von Faninal, daughter of a wealthy bourgeois. When he asks what knight could present Sophie with the silver engagement rose, the Marschallin suggests Octavian, who at the moment, disguised as the chambermaid Mariandel to avoid discovery, is flirting with Baron Ochs. As the room fills with retainers, petitioners and even an Italian tenor (whose aria is cut short by the Baron’s wrangling with a lawyer over Sophie’s dowry), Mariandel escapes; Ochs enlists a pair of Italian intriguers, Annina and Valzacchi, to locate her. When the room is cleared, the Marschallin muses on her wandering youth. Returning, Octavian is stunned when she suggests that one day he will tire of her; he leaves without a kiss. Starting up out of her reverie, the Marschallin calls him back, but late. Summoning a page, she sends the silver rose to Octavian.

Heralded by much excitement and swarms of lackeys, Octavian enters the Faninal’s ornate foyer and presents the silver rose to Sophie. The girl’s duenna, Marianne, chaperones a conversation between the youngsters, during which they begin to feel attracted to each other. Now Ochs bursts in, shocking Sophie with his crudity before going off with her father. Octavian embraces her, but the pair is caught by Annina and Valzacchi, who summon Ochs. When Octavian grazes the Baron’s arm with his sword, Ochs sends up a melodramatic yelp; in the ensuing confusion, Sophie tells her father she will never marry Ochs, while Octavian hires Annina and Valzacchi. When the Baron is alone, nursing his wound with wine, Annina comes in with a letter from Mariandel asking for a rendezvous. Intoxicated with his own charm, Ochs waltzes ecstatically around the room.

At Octavian’s instigation, the intriguers help prepare a room in a dingy inn. During Ochs’ and “Mariandel’s” intimate supper, grotesque heads pop out of trap doors and secret panels, terrifying the guilty Baron. Disguised, Annina runs in shrieking that Ochs is the father of her many children. The police soon arrive, followed by Faninal, who summons Sophie to disclaim Ochs’ wild assertion that Mariandel is his legitimate fiancée. The Marschallin sweeps in, forces the Baron to renounce Sophie, smooths over the scandal, then turns to Octavian. Lamenting that she must relinquish her lover so soon, she nevertheless accepts the truth and releases the bewildered boy to Sophie. Alone, the lovers marvel at their happiness, which seems a dream come true.