Bound and gagged and struggling, Benny is brought before an audience by an overly theatrical Player, who intends to dissect the character of this self-professed Professor, a woman who does not seem to age or progress emotionally; a woman with a legion of conflicting personality traits; a woman who is very likely nothing more than a fictional character placed on the stage by puppet masters to fulfil the role of adventuress in their stories. The analysis begins, as it usually does, with the words “Once upon a time” -- and with that, Benny wakes from her terrible nightmare to find herself in bed with Adrian in the Prison Season of Spring. Her head is pounding from the drinks she washed down at the ball last night, and she’s still disappointed not to have met the Player there -- until she remembers that he appeared in her dream, threatening to kill her just for being herself. As Adrian promises to protect her, part of the ceiling collapses. He complains to the robot Spinster, who is in charge of security, but she apologetically claims that the Queen of Spring prefers this damp, crumbling ambience.

The Queen of Spring then sends clockwork guards to summon Benny and Adrian to the throne room, where she has disturbing news to divulge. She addresses her guests as Our Lady of Myriad Times and Her Canine Companion; within these seasons, things are referred to by their proper names, and Benny and Adrian must be named appropriately if they are to exist here. In order to do so, however, the Queen must know exactly who and what they are -- and after last night’s events, it’s possible that they are murderers. One of the guests at the masquerade was killed, literally rendered faceless, and the Spinster has been unable to identify either the victim or the killer from her security dailies. The Queen does not wish to sully her reputation by having her guests executed, however, and she thus agrees to let Benny investigate the crime while the Queen herself prepares for the coming of the Player.

The Spinster explains that the Player must be paid in spring raindrops, which are useless in this season but can be used to transgress the seasonal barriers around Autumn. Adrian doesn’t believe in magic, and he demands to be allowed to examine the seasonal barrier, convinced that there must be a physical gate that he and Benny may be able to use to escape. In the meantime, Benny visits the palace library to consult the security records of the prison, stored by the Spinster in storybook format; it is possible that an outsider such as Benny may spot something the Spinster herself overlooked. Benny reads the previous day’s story, and finds herself experiencing the events of the masquerade once again; however, the Spinster assures her that since this scene has already been written, she can observe without interacting.

The Queen of Spring waits to enter the ball until her guests have tired of the newcomers, and then makes a grand entrance, greeting her guests and announcing that she’s commissioned a new drama from the Player of All Seasons. Benny skips through the story to the point at which the death occurred, and she and the Spinster see the faceless body simply appear from nowhere behind the bar. The Spinster explains that the dead body registered as a new character appearing in the scene, and that her systems then engaged a rewrite to incorporate its existence into the backstories of the other characters. She assures Benny that this is just a metaphor, but Benny follows through the analogy and concludes that the only person capable of writing a new character into a scene must be the dramatist -- or, in other words, the Player, who had been invited by the Queen. Benny asks the Spinster to show her what the Queen was doing at the moment the body appeared, and to the Spinster’s surprise, she finds herself unable to locate the Queen at that point. For ten seconds, while the Spinster’s systems were occupied by the rewrite, the Queen simply disappeared. Convinced that the Queen is herself involved in the crime, Benny decides to check more of the daily storybooks.

Elsewhere, another avatar of the Spinster leads Adrian to the seasonal barrier, though she is certain that it cannot have been breached without her knowledge. She reveals that there are prisoners in each season of her prison: the Duke of Autumn, who is bathing with one of his servants; the lonely and isolated King of Summer; and the evil Matriarch of Winter, who collects wicked things and eats the eyes of her guests so she can look for a way out of her season. Adrian walks right into the invisible barrier, beyond which he can see the fields of Summer, and grows angry when it appears that he’s been caged up. The Spinster reluctantly agrees to let him pass through the barrier into Summer, but insists that Bernice remain where she is. When Adrian protests, insisting that he must remain to protect her, the Spinster scoffs at his apparent belief that he loves her; it is unnatural for a woman and dog-ape thing to be in love, and therefore unrealistic. Adrian has little choice but to pass through the barrier alone if he wishes to investigate further.

The Queen of Spring is perturbed by the arrival of the Lady and Myriad Times and her Canine Companion, whom she considers to be ridiculous, larger-than-life characters. But she has a surprise in store, for the Player is writing a way for her, and only her, to escape. Benny then confronts the Queen, having realised that there are no storybooks about the Queen’s arrival in this Season or the crime for which she was imprisoned. The Queen herself is a grand theatrical character, and Benny now realises that this is all she is: a fictional character, who does not really exist. As the Queen protests in vain, the plot breaks down completely, and backstage, the vexed Player realises that he’ll now have to counter this plot twist by entering the play himself to ensure the heroine’s defeat. He breaks into the palace through the window, or possibly the fourth wall, claiming that he’s come to put Benny in her place and ensure that she conforms to the rules of drama. Benny protests that she didn’t ask to play this role, but the Player then points out that if the rules of the story don’t apply to her, then he can do to her whatever he wishes. The Queen and the clockwork soldiers secure Benny to a torture rack, and the Player pulls out an eye-gouger and prepares to remove Benny’s mask to reveal what lies beneath.

Before the Player can carry out his threat, Benny wakes up. The Spinster is there to assure Benny that her face remains intact, and she suggests that Benny’s survival may be a natural part of the storyline; however, Benny suspects that it was the Spinster who rescued her. The Spinster warns Benny that, since she has interacted with the Player, she has become part of his story. She then tells Benny that the King of Summer requests her presence, and Benny realises that she’s been taken across the seasonal barrier, perhaps by the Spinster herself. Before the Spinster can warn her what to expect, however, the story skips ahead to the King’s court, where Benny finds Adrian sitting on the throne; however, he does not appear to recognise her, and neither does his Vizier, whom Benny recognises as the Queen of Spring -- or at least, as a woman with the same face.

The King accuses Benny of murder and orders his Vizier to begin the inquisition, and the Vizier bombards Benny with questions and accusations. Benny has somehow ended up in prison without being charged with a crime, and has broken the rules of dramatic structure; however, a heathen character has been added to the storybook, and the Vizier thus accuses Benny of coming in to stir up trouble, murder one of the King’s courtiers and overthrow the King himself. The Vizier cites evidence in the storybooks that the evil sorceress bewitched the King and had her wicked way with him. She then accuses Benny of literally defacing the dead courtier; this is the gravest crime imaginable here, as identity is all these people have to call their own. Take away their face, and you take away who they are. Nobody knows what identity Benny is hiding behind her mask, but all are convinced that it’s rotten.

Furious, Benny refuses to recognise the authority of the court -- but she does recognise the Vizier, and vows to prove her innocence by revealing the Vizier’s true identity. Before anyone can stop her, she steps forward and pulls off the Vizier’s mask, but is surprised to find that “she” is in fact the Player. Having exposed his behind-the-scenes machinations, she finds herself transported backstage. The Player still insists that he’s in control of the storyline, but she’s seen the flaw in his characterisation; his characters consist of surface mannerisms with no depth, exposing just how empty the Player himself is. The Player takes offence, and the stage is set for the battle to determine who shall control Benny’s character and what kind of character that is. Before Benny can react, the Player leaps forward and takes her by the throat, playing her like a puppet. The curtains are drawn to reveal the King of Summer’s court, and the play resumes, with the Player confident that his troublesome lead character is finally under control. The audience calls for her blood, and the Player declares her Our Lady of Something Wrong, not part of the official canon. Benny lashes out, only to find herself speaking in rhyming couplets; against her will, she’s becoming part of the play and conforming to the rules of its dramatic structure. She calls on the Spinster to help, but there is no answer, and the Player, laughing, swings the executioner’s axe.

Once again, Benny wakes up at the moment of her death, but this time she wakes to find that she has become the Queen of Spring. The Spinster is back, having apparently contracted a virus and fallen asleep during Benny’s excursion into Summer. She now tells Benny that she is to attend a ball at which the Player will present the final draft of his drama -- but warns Benny that if she participates in the ball, she may become subsumed into the character of the Queen. Benny descends to the ball to address her guests, but finds words being put in her mouth praising the talented Player and his works. When a servant arrives with a warning from backstage, Benny haughtily slaps her for her insolence before she realises what she’s doing; as the Spinster had warned her, her character is so strong that she’s usurped the lead cast position of the Queen of Spring, which means that the Player has some control over her. The servant and the Spinster show Benny secret messages scribbled in the margins of today’s storybook: EAST DREAM PRISON, I DREAM PAST REASON, A MAD PRISONER’S TEA, I SEE NO DRAMA TRAPS. Benny eventually works out that these are all anagrams of DRAMATIS PERSONAE -- and they’re warning her that this is all a dream, which is why she keeps waking at the moment of death. However, the dream may still have the power to overwrite her character.

Adrian arrives in the scene, but is diffident and fearful of the xenophobic Spinster, whom he fears will cage him like an inferior should his affair with Benny become public. The Spinster then reveals that the character of the dead body will be arriving in less than two minutes -- and, just as happened last time, the Queen will vanish from the story during the rewrite, giving the Player a chance to move Benny’s character into the shell of the dead body and possess her utterly. Benny, thinking quickly, rewrites the current scene in today’s storybook, causing the guests to vanish from the ballroom; she then urges Adrian to hold onto her hands and believe in her as Benny. He does so, and when the rewrite occurs, Adrian’s belief in Benny as herself is strong enough for her to survive with her character intact. The furious Player reappears, determined to make Benny one of his cast of characters and then kill her off, and Benny accepts the challenge, having realised that the Player needs to inhabit other characters because he’s not real himself. He is a creation placed here to hold this scenario in check, and to distract Benny and prevent her from waking up.

Adrian gallantly challenges the Player on Benny’s behalf, but with a single sentence, the Player causes the chandelier to fall and crush him to a pulp. Enraged, Benny challenges the Player to a duel with rhyming couplets, and the Player accepts -- but draws his sword as well. He and Benny thus fight with rapiers and wit. Benny is standing up for her own reality and identity, insisting that she’s a real person with a purpose in life, and that the Player is an empty shell, all sound and fury, signifying nothing without real characters to voice his dramas. The Player, however, knows that Benny is a fictional character; she only exists inside her own head, and he will own her once he’s stripped her down to the core concepts that make her who she thinks she is. The Player eventually runs out of rhymes, but redoubles his efforts with his sword, and despite Benny’s efforts she is unable to write herself out of this corner. The Player successfully writes that all of the backstage doors are locked and that words are failing Benny in her terror, and Benny is unable to defend herself as the Player knocks the sword out of her hands and runs her through.

As the Player prepares to take Benny’s face for his own, Benny wakes up once again -- thanks to the Spinster, who has received instructions from the outside world that override those given to her by the Player. Someone with power over this play doesn’t want Benny to die. The Spinster has thus edited Benny out of her duel with the Player and back into an earlier scene, creating a plot hole that could cause the entire drama to collapse. The Spinster will be destroyed as well, but she is content with the life she imagines she’s had. She thus edits Benny back into the play just as the Player kills her earlier self, and when she reappears behind the Player and his victim, he’s appalled to see that her character has performed the ultimate cliché of coming back from the dead.

Benny recites an impossible line pointing out that there are two identical Bernice Summerfields in the throne room, and the whole palace begins to fall apart like a badly constructed set. The Player, lost for words, seizes his victim’s face and places it over his own, masking himself in the character of Bernice Summerfield. But he can only control this character, not the real Benny, who rewrites this scene and removes the Player’s ability to write. Within the space of a sentence, he becomes illiterate, and can do nothing but rage incoherently as Benny reveals that she’s found a plot hole to drop him into. The Spinster edited Benny out of the duel, just as Benny edited the dead body out of the ballroom scene; thus, the “character” that the Player killed was just the empty shell into which he intended to place Benny’s character, and by taking its face for his own he is now inhabiting that shell, playing the part of a character that doesn’t actually exist. The Spinster now completes her rewrite, and the character, and the Player, are erased. All that remains of the play is a storybook entitled The Masquerade of Death, which the Spinster burns. She then bids Benny goodbye, assuring her friend that she will always survive whatever is thrown at her, and Benny thanks the Spinster for help and writes the last sentence of the play, waking herself up.