Her Majesty's Naval ship 'The Pinafore', is anchored in  Portsmouth harbour. Its proud sailors in expectation of the arrival of Sir Joseph Porter K.C.B. Britain's First Lord of the Admiralty, are busy scrubbing the decks . A bumboat woman named Little Buttercup comes aboard to sell tobacco and little luxuries to the sailors.

Ralph (Rafe) a handsome and accomplished sailor, confides in his messmates that he is in love with the Captain's daughter, Josephine. Dick Deadeye, the embodiment of the ugly truth, reminds the seamen that Captain's daughters don't marry foremast hands. The Captain arrives to inspect his crew and sings how he does not use foul language and is never sick at sea.

Josephine, the Captain's daughter is sought in marriage by Sir Joseph, but she has no desire to marry him, secretly she is in love with Ralph. We also learn that Little Buttercup has a romantic interest in the Captain and keeps a secret about Ralph.

Sir Joseph arrives attended by his sisters, cousins and aunts, and in particular his loyal but jealous cousin Hebe. He explains his rise in the Navy by remaining close to his desk and never going to sea. He encourages the Captain to request politeness from his sailors by following an order with the phrase "if you please." His Lordship believes a British sailor to be any man's equal. He presents the crew with a song that he  has composed to encourage independence of thought and action in the lower branches of the Navy. Sir Joseph and the Captain retire below decks to discuss the proposed marriage.

Ralph finds Josephine alone on deck and declares his love for her and his willingness to try to fit in with middle-class society. She rejects his love, although his simple eloquence goes to her heart. She is a dutiful daughter and cannot forget the disparity in their ranks. When Ralph threatens suicide, she relents and declares her love for him. The lovers plot to elope that very night with the help of the crew, sisters, cousins and aunts. Dick Deadeye warns the pair of the impropriety of their plan, but he is forced to retreat.

Captain Corcoran is found alone on deck singing to the moon of his troubles. Little Buttercup comes to him and reveals her affection. He tells her that because of his rank he can never be more to her than a friend; but she hints darkly that a change is in store for him.

Sir Joseph returns, complaining that Josephine doesn't appear enthusiastic about her impending marriage. The Captain comforts him by theorizing that she is dazzled by his position and suggests that he persuades her that where love is concerned rank is immaterial. When Josephine hears this argument, she considers how eloquently Sir Joseph has stated the justification for her to marry Ralph.

Dick Deadeye finds the Captain alone and tells him of the planned elopement. He and the Captain lie in wait for the crew. The Captain confronts the elopers and is so exasperated that he actually swears. This is overheard by Sir Joseph Porter who orders the Captain to go to his cabin.

Upon inquiry, Sir Joseph finds out that Ralph and Josephine love one another and orders the sailor to the brig. Little Buttercup interrupts and discloses her long-concealed secret: As their foster mother, she had accidentally exchanged the Captain and Ralph while they were both babies.

Sir Joseph immediately sends for Ralph (who is now Captain) and the Captain (who is now a humble seaman). Sir Joseph now cannot marry the daughter of a mere sailor, so his Lordship consents to the marriage of Ralph and Josephine. The former Captain is now free to marry dear Little Buttercup, and Sir Joseph agrees to marry his long time admirer, cousin Hebe.

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