1. Act
Field Marshal Princess Werdenberg spends the night with her young lover, Count Octavian Rofrano. In the morning, noise breaks into the bedroom. The Marshal, who confesses to Octavian that she dreamed of her husband during the night, fears the premature return of the Field Marshal. Afraid of being discovered, Octavian quickly disguises himself as a chambermaid. But it is not the Field Marshal, rather Baron Ochs of Lerchenau, a distant relative of the Marshal, who storms into the bedroom. He immediately notices the disguised Octavian, whom the Marshal introduces to him as Mariandel. Ochs begins to court "Mariandel" right away, while simultaneously explaining to the Marshal the reason for his visit: Ochs plans to marry Sophie, the daughter of the newly rich Mr. von Faninal. He sees the financial advantage this marriage, beneath his rank, will bring him as amply balanced by his own old nobility. He asks the Marshal for help in selecting a suitable "rose cavalier" – someone who will present Sophie with the silver rose to announce the arrival of the groom. The Marshal indulges herself by showing him a portrait of Octavian and suggests him as the rose cavalier. The puzzled Baron immediately notices the resemblance to the chambermaid.
Through the ceremonial lever, the morning reception of the princess, Octavian finally escapes Ochs's advances. Ochs has the notary present draw up a marriage contract – entirely in his favor. Valzacchi and Annina, publishers of a "Black Newspaper" who try to stage the scandals they report, offer their services to him. Leopold, Ochs's illegitimate son, brings the case with the silver rose.
Suddenly the Marshal sends everyone away. She recalls that she was once led into a marriage of convenience like Sophie. The Marshal feels the time and suspects that Octavian will one day prefer a younger woman. Octavian, returning to her after the adventure, notices the changed mood of the Marshal hurt – she sends him away.
2. Act
Great excitement in the palace of the noble von Faninal: The arrival of the groom’s entourage is expected. So that Sophie, according to old custom, can receive the rose cavalier, Faninal bids farewell to his daughter. Sophie looks forward confidently to the upcoming marriage. Then Octavian appears and presents Sophie with the silver rose. His mood changes when he talks to her.
As Faninal leads the groom and his entourage inside, his intrusive manner repels Sophie. Octavian is also outraged by Ochs's boorish behavior. Only Faninal can hardly believe his luck over the family’s social advancement through marriage with a real baron. When Faninal and Ochs withdraw to sign the marriage contract, Octavian asks Sophie if she really wants to marry Ochs. Sophie vehemently denies it, and Octavian promises her his help. The two confess their love – Valzacchi and Annina observe them and betray them to Ochs.
The Baron remains initially unimpressed, even more so: Sophie’s aversion to him almost provokes him. But when Octavian challenges him to a duel, he is lightly wounded – a scandal. Faninal rushes in and tries to salvage what can be saved from the prestigious wedding. He threatens his daughter with the convent if she refuses to marry Ochs. But Ochs is not disturbed; he soon feels comfortable again.
Meanwhile, Octavian has enlisted Annina for a good fee for his purposes. Annina hands Ochs a letter in which "Mariandel" invites Ochs to a nighttime rendezvous. Ochs happily notes his luck.
3. Act
Octavian makes preparations for the rendezvous with Baron Ochs together with Sophie, Valzacchi, and Annina, before he lets himself be led as "Mariandel" by Ochs to supper. The Baron is delighted by the naivety of the young woman, but when he tries to draw her to himself, he suddenly feels reminded of Octavian. Almost imperceptibly, the net tightens around Ochs: The Baron doubts his sanity as suspicious figures appear and disappear again. The disguised Annina appears with children who claim that Ochs is their father. Ochs panics in this highly compromising situation, calls for help, and demands the police.
The police commissioner arrives, but to the Baron’s surprise, he interrogates him because of the young girl at his side. Ochs presents Mariandel as his bride, daughter of Mr. von Faninal. At this moment Faninal, summoned by Octavian, appears and sees his future son-in-law with a young woman who is supposed to be his daughter, as well as an alleged wife with children. Faninal suffers a fainting fit. While Sophie cares for her father, Ochs tries to escape, but the police commissioner seems too suspicious to let him go.
Then the Marshal appears. She sees through the situation and lets the Baron know that a game has been played on him. Octavian is startled – he had expected her later – and Sophie is also upset, as she realizes that there is more than mere friendship between Octavian and the Marshal. Ochs slowly comprehends the extent of the whole affair but still wants to stick to his marriage plan until the Marshal makes it clear to him that the matter is now over for him and that he should withdraw with whatever dignity he still has left.
Octavian, Sophie, and the Marshal remain. The Marshal realizes that the moment to let go has come.