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Meanwhile, back at the abbey, the Mother Abbess asks Sisters Sophia, Margaretta and Berthe how she should solve a problem like Maria?

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The Mother Abbess loves Maria but has doubts about Maria's role at the abbey.  As Maria reminds the Mother Abbess of some of her favourite things, the Mother Abbess decides that it is best that Maria spend some time outside the abbey looking after the children of a decorated naval captain.

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Captain Von Trapp receives Maria and presents his children and tries to teach Maria the whistle signal for each child.

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Maria is quite sure that she cannot use a whistle to call the children.  She is less sure how to be a governess as she explains to the children that she has never been one before.  When she hears they don't know any songs, she starts by teaching them their Do-Re-Mi's.

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That night, Liesl, the Captain's oldest child, sneeks out of the house to meet Rolf, the telegram delivery boy.  She is sixteen, going on seventeen, he is seventeen, going on eighteen.

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As a thunderstorm rages outside, Maria bonds with the children as she comforts the frightened children with a song of the lonely goatherd.

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A while later, the Captain returns with some house guests, Max, an official with the Ministry of Education and Culture and Else, a wealthy widow who has her eye on the Captain.

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Suddenly the children turn up.  They have been having fun and are wearing 'play clothes'.  It turns out the play clothes were made by Maria out of the curtains of her room and the Captain is horrified that the neighbourhood may have seen his children conduct themselves without proper discipline.

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The Captain send his children off to get changed and berates Maria.  Maria, in turn, tells the Captain that he needs to spend more time with his children.  Their argument is interrupted by the sound of singing as the children welcome Else with a song that Maria has taught them.

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The Captain suddenly softens towards Maria as he feels closer to his children and asks her to stay.  Else senses the competition that Maria represents and is relieved to hear that Maria plans to return to the abbey.

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Else persuade the Captain to hold a party so that she can meet some of his neighbours.  During the party, the Captain sees Maria trying to teach Kurt a dance.  The Captain cuts in and both Maria and the Captain enjoy the dance a little too much.  Else sees the pair dancing and is not impressed.

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Embarrased by her feelings for the Captain, Maria is shocked as Brigitta explains to her that the Captain loves Maria and that Maria loves the Captain.  Maria realises she has to leave and prepares to steal away as the children say goodnight, farewell to the guests.

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Back at the abbey, Maria eventually picks up the courage to talk to Mother Abbess about her feelings and her conflict between her sense of duty to God and her feelings for the Captain.  Mother Abbess explains that the abbey cannot be used to avoid problems or feeling and that Maria must face her questions and her future - she must Climb Ev'ry Mountain.

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Back at the von Trapp villa, Max, who has been impressed by the children's singing is trying to coach them to perform in the upcoming Kaltzberg festival.  He is trying to do so without the knowledge of the Captain who opposes the idea of his children performing in public.

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The Captain talks to the children and explains to them that he and Else are to be married.  They all try to sing - but somehow the songs don't seem right without Maria.  Suddenly Maria returns from the abbey and is greeted by the children and the Captain.

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As tensions rise ahead of the seemingly inevitable annexation of Austria by Germany, the Captain finds his views at odds with Max and particularly Else who are more interested in survival than principle.  Else realizes that the relationship cannot last and calls off the brief engagement.

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The Captain now turns his attention to Maria as he realizes why she left and why she returned.  Maria acknowledges her love for the Captain and they arrange to get married.

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The couple is married as the nuns sing in the chapel.  The newly weds then head off on their honeymoon.

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Returning from their honeymoon, Maria and the Captain are faced with much change.  Germany has annexed Germany and a new order is sweeping Austria.  Max has also signed up the children to sing at the Kaltzberg festival.  But news also comes from Berlin that the Captain must report to the navy of the Third Reich for a new commission.  The Captain determined to avoid this and begins to plan a way to escape.

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The plan involves the family singing at the Kaltzberg Festival and then slipping past the guard that has been sent to accompany the Captain to his commission.  The family then hides in the abbey garden as the storm troopers search the abbey building.  There is a close encounter with Rolf before the guards finally leave.  But as they leave, the roads and borders are closed.  It seems that the only escape is over the mountains.

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With the encouragement and blessing of Mother Abbess and the nuns, the family head off to the safety that the mountains represent.