Drake returns to meet his new children just as Ida realizes that the large-- quite large-- egg has yet to hatch. Though Drake tries to convince her to leave it and join him and their ducklings for a swim, Ida insists on staying with her unusual, unhatched egg. Drake joyously races the children down to the lake for their first dip while Ida resumes her position in the nest. Ida, alone, contemplates the last remaining egg and broods about why this one is so 'DIFFERENT'
There is a chipping sound. There is a cracking sound. Ugly, a large, brown ungainly bird, waddles out of his shell while lifting Ida on his shoulders with an ignominious "honk!" He can’t quack like the others. He is much larger than the others. She worries that Ugly is indeed a turkey but he allays her fears when he doesn’t react to the word 'Butterball' and is eager for a swim. Though at first taken aback by her unusual child, Ida hugs her duckling and all is well between mother and son. They make their way to the pond for his first swimming lesson.
Ida instructs Ugly of the various joys and dangers of swimming and that the most important thing is to 'HOLD YOUR HEAD UP HIGH'. Soon Ida realizes that Ugly is an amazing swimmer; better and faster than even she is. He is eager, exhilarated and joyous until he meets Drake and the ducklings on shore. They humiliate the awkward parvenu with "LOOK AT HIM." Ida tries desperately to defend Ugly but the ducklings, the neighboring animals and even his father, Drake, taunt and tease him unmercifully. Cat disguised as the duck’s school photographer with a camera and tripod has his eye on Ugly, a fine specimen of a bird who would make an even finer dinner. The ducklings pose for a class photo as the Cat/Photographer continues his ruse. Grace, a duck so lovely she is honored with a red band around her webbed foot, meets Ida’s new offspring and congratulates her but only on the perfectly respectable ducklings.
Ugly suffers further humiliation from the members of the barnyard when they
gather for a taste of French bread thrown in the pond. He is crowded out and
unable to share in the French bread feast. Alone, hungry, and miserable Ugly
laments his fate of being 'DIFFERENT' as the devious Cat sidles up to him,
commiserates, and convinces Ugly to join him for 'lunch' in his den. When
Ida realizes her youngster is missing she organizes a search.
Cat and Ugly arrive in the conniving feline’s kitchen. Cat prepares his
delectable repast à la a Julia Child's cooking program. He encourages Ugly
to 'PLAY WITH YOUR FOOD' as the innocent but hungry duckling joins in- never
realizing he's cooking his own goose. By chance, a baseball whizzes into Cat
’s lair and strikes him on the head. When the Boy who hit the ball decides
to retrieve it, Ugly becomes frightened and decides to go back to the
duckyard leaving the unconscious Cat hiding in the very bowl meant for the
young duck. Ugly never realizes Cat’s dubious intentions. He emerges from
Cat’s lair and can’t remember how he got there. He is lost.
Meanwhile, back at the barnyard, the fruitless search for Ugly has been called off. The fair-feathered friends sing 'THE ELEGY'," a pensive lullaby-like song in honour of Ida’s fallen fowl. The neighbours are certain that a culinary death at the paws of the wicked Cat befell Ida’s unusual duckling, but Ida refuses to believe it. The fate of the missing fowl becomes a media event complete with cameras, lights, and interviews. Drake, clearly enamored of the camera, tries to hog the spotlight but Maggie Pie, the television personality, focuses on the inconsolable Ida who croons a heartbreaking 'EVERY TEAR A MOTHER CRIES'. She determinedly sets out on a journey in search of her not-so-little, but very lost ugly duckling.
On the desolate marshlands Ugly has sought shelter in a ditch. Greylag, a stern admiral sort of gander and his wife Dot are looking for their wayward flock. Ugly asks the flighty pair for directions back to the farm. The geese offer to help Ugly find his home. They advise him that Cat is not his friend and, since it's hunting season, they warn Ugly to keep out of sight. The military-minded Greylag assembles his squadron of geese to join him on 'THE WILD GOOSE CHASE' in search of Ugly’s home. Who should pop up on the scene but Cat who promises to take Ugly back to his disconsolate mum. Greylag doesn’t buy it and has taken personal charge of the duckling’s safety. Cat warns them not to fly while the hunters are about and magnanimously offers to advise them of the hunter’s departure. Greylag, although wary, agrees. When Cat assures the geese that the hunters have put away their guns and it's safe to fly, Greylag insists that Cat join them with a parachute. Cat, Greylag and the flock take off in search of Ugly's mom leaving the poor lost soul safely behind. But as soon as the search party is airborne, shots ring out and feathers fly. Ugly now knows that Cat is deception purr-sonified and not to be trusted. He's learned a lesson, but what can he do now? Then he hears the voice of his mother in his head reminding him to 'HOLD YOUR HEAD UP HIGH' (Reprise). He is determined to keep trying and reunite with his mother. As the curtain descends upon Act I, the ominous shadow of an Old Woman approaches and Ugly realizes he has unwittingly wandered into the garden of a small cottage. He sees the Old Woman’s shadow and seeks escape through a door leading into the cottage.
When Cat sees Queenie he tears off his disguise in his irrepressible attraction to the voluptuous feline. The two dance a flirtatious and seductive rhumba 'TOGETHER' as Lowbutt does everything she can to throw a wet blanket on the pair. As a final resort Lowbutt shoves Ugly out the door knowing the coy Cat will follow. True to form, Cat, despite his concupiscent attraction to Queenie, runs off after Ugly as the relieved Lowbutt consoles her seduced and abandoned house mate.
Meanwhile back at the duckyard, Drake is burdened with the brunt of responsibility of minding the brood as Ida vows to search every pond for her lost son in 'THE COLLAGE'. The townspeople voice their opinions on the futility of Ida’s search as we see Ida talking to Greylag and then Lowbutt and Queenie.
Ugly, who is lost out there somewhere, encounters Penny, the most beautiful bird he has ever seen, tangled in fishing line. A chivalrous Ugly comes to the lovely swan’s rescue. When Penny learns that Ugly is lost and alone she eagerly suggests Ugly join her flock, fly south for the winter and then they will both search for his family next spring. Obviously attracted to this beauty, Ugly is sorely tempted to take advantage of her offer but opts to stay on and search for his worried mom. Penny embraces Ugly in her soft white wings and takes off with a resounding "honk!" Ugly is confused when he hears the familiar cry. He declares his love for the snowy feathered Penny in 'NOW I’VE SEEN YOU' but despondently concludes she will forget him.
Before he can get too maudlin, a large Bullfrog with a lily pad under his arm jumps in front of the heart-sick Ugly. The Bullfrog soon realizes that Ugly has a chip on his shoulder about his appearance. No stranger to denigration because of uncommon attributes, Bullfrog cheers Ugly up, teaches him to love himself 'WARTS AND ALL' and assures him that there is someone out there to love him in return. Sufficiently cheered up and with a much better attitude, Ugly bids Bullfrog and his little Froglets goodbye.
As soon as the frogs depart the bright beam of a flashlight falls on Ugly. A Farmer has ensnared Ugly in his net and threatens to turn the duck into his family’s Sunday roast. When the Farmer briefly retreats the Cat appears and offers Ugly a dubious proposition: he'll help Ugly escape the net and his fate on the Farmer's dining room table and reunite Ugly with his mother for a last farewell if Ugly will agree to be the Cat’s main course. Desperate to see his mother and realizing he is a dead duck either way, Ugly agrees to this ill-fated plan. Cat claws an opening in the net and the two cut out.
Throughout Ugly’s journey, seasons have changed. As Cat and Ugly make their way back to the barnyard they are caught up in 'THE BLIZZARD'. They fight desperately to make their way through the snowstorm. As the storm blows over Ugly and Cat have succumbed to the weather and are completely buried beneath a huge snowdrift discernable only as two lumps in the snow. Ida, having searched far and wide, recognizes her offspring’s snow lump and, realizing she is too late, approaches her beloved son’s icy grave. She sinks to her knees sobbing. Penny and her swan family, apparently a bit off-course, have returned. Mother Swan sees Ida and encourages her tears, for the warmth of a mother’s tears can thaw the stoniest frost. As she turns away in frustration, Ida’s warm, salty tears melt the snow concealing her ugly duckling. The ice falls from his feathers, and Ugly emerges as a beautiful swan. Ugly looks down to admire his handsome reflection in the puddle of melted snow in amazement. "I'm not a duck" he honks. "I'm a swan!" Ida and her handsome Ugly embrace. The beautiful Penny appears, and love is instantly rekindled when they declare 'NOW I’VE SEEN YOU' (Reprise)
Ida, in her motherly wisdom, recognizes true love when she sees it. So despite the heartache of saying goodbye to her son, she sends Ugly off with his lovely, bright Penny to learn the ways of being the beautiful swan that he is. She follows the pattern of swans’ flight and tearfully misses her 'DIFFERENT' son.
Suddenly Ida hears a joyful "Honk!" from behind her. Ugly declares he could never leave his true mother who raised and loved him unconditionally. Penny and Ugly have decided to be the premiere swans on the duck pond. He's proud to be different and, frankly, he rather likes his honk. Ida beams with pride.
But wait a minute! Some unfinished business. Ugly taps the other snow lump. The ice chips away and the rather batty Cat breaks out singing a befuddled "MELTING MOGGY" (Moggy is a British word for a housecat). After all Cat has been through, he has cracked up and is not one bit interested in duck or swan dinners.
In 'FINALE: LOOK AT HIM' the beautiful pair of swans, Penny and Ugly, return to the barnyard with a flourish. The Ducklings, the neighbours, and even Drake--so critical of the unusual bird in the beginning --now extol the virtues of having such a fine bird amidst them. Grace, previously the prettiest duck on the pond, graciously relinquishes her coveted Red Band to the lovely Ugly. The whole neighborhood has learned the importance of ‘just believing in yourself’ because "you may find/In your own way/You're a swan.