Deep beneath a mountain lies Caverna, a vast underground city where master Craftsmen produce miraculous luxuries: Wines that alter memory, True Cheeses that induce powerful visions, and Perfumes that enslave the mind. Caverna's inhabitants cannot naturally produce facial expressions. Every citizen must be taught specific "Faces" in infancy, and specialists called Facesmiths design and sell new expressions to the wealthy. The city is ruled by the Grand Steward, a 500-year-old tyrant whose senses have dulled over centuries and who sleeps only one half of his brain at a time, alternating between two aspects called "Left-Eye" and "Right-Eye."
Cheesemaster Grandible, a recluse who withdrew from Court years ago, discovers a five-year-old girl living in his cheese tunnels with no memory of her name, family, or origins. When he sees her face, he recoils in fear. He names her Neverfell, forces her to wear a velvet mask, and tells her she is too hideous to be seen.
Seven years later, 12-year-old Neverfell is a restless apprentice who has never left the tunnels. When Madame Appeline, a celebrated Facesmith, visits Grandible seeking a sample of a prestigious cheese, Neverfell feels an inexplicable connection to the woman. She secretly sends Appeline a tiny cheese sample, hoping to forge an alliance that will protect Grandible at Court. When Grandible discovers this and explains that any favoritism will destroy his neutrality, Neverfell chases an escaped rabbit through a crack in the tunnel wall and ventures into Caverna for the first time.
Outside, she encounters Zouelle, a confident older student, and Borcas, her younger classmate preparing to audition as one of Appeline's Putty Girls, apprentice models who display Faces for customers. Zouelle proposes a deal: She will help Neverfell reach Appeline if Neverfell poses as a candidate and delivers a bottle of Wine to make the Facesmith forget an embarrassing incident. During the audition, Neverfell retrieves the cheese sample but is caught by a servant. She swallows the cheese and experiences a vivid vision of a sunlit bluebell wood. When the vision ends, her mask has fallen off, and everyone stares at her exposed, shifting face in horror.
Neverfell is arrested by the Enquiry, the Grand Steward's special law enforcement body, and imprisoned in a cage over a canal. Someone attempts to murder her by lowering the cage into the water, but guards intervene. Given a mirror, she sees her face for the first time and realizes she is neither ugly nor scarred, and that Grandible lied.
Maxim Childersin, the powerful head of a vintner dynasty, visits her cage and explains the truth: Unlike all other Cavernans, Neverfell's face displays her genuine emotions transparently, making her incapable of deception. The Enquiry believes she is an outsider from the overground world, and harboring outsiders is a capital crime. Childersin advises Neverfell to take full legal responsibility for her presence, protecting both Grandible and Zouelle, and purchases her indenture. At his town house, Neverfell learns that Zouelle is Childersin's great-great-great-niece. The family eats in a Morning Room lit by a strange blue-white light that stirs fragmentary memories of vast expanses of water and sky.
Childersin brings Neverfell to a grand banquet, where she witnesses a courtier's assassination and is horrified by the Court's calm acceptance. When a servant accidentally spills priceless Wine, Neverfell sees his terror and knocks over her own goblet to hide his mistake. Her transparent face reveals the act was deliberate, and she is sent away in disgrace.
At the palace, the Grand Steward subjects Neverfell to the "test of the boxes," offering her a safe cake or the choice to open mysterious boxes containing horrors. Her inability to resist convinces him she is genuine, and he appoints her as his food taster. Left-Eye, the intuitive half of his mind, values her transparent face because it lets him vicariously experience emotions he can no longer feel.
During an assassination attempt, the Kleptomancer, Caverna's notorious anonymous thief, kills the assassin and abducts Neverfell. He reveals himself as a former Cartographer, one of the half-mad mapmakers who chart Caverna's shifting geography, and a drudge who practices "kleptomancy," or divination by theft. He warns that Neverfell is being maneuvered by unknown players, and she escapes his lair using a spare armored suit.
Lost in Drudgery, the Undercity district where the laboring drudge class lives, Neverfell witnesses brutal conditions: children forced to climb dangerous cliffs, a girl who falls to her death while a foreman watches, and cramped dormitories. She realizes drudges are deliberately denied expressive Faces so their suffering remains invisible. A drudge named Erstwhile tells her that courtiers practice assassinations on drudges as expendable test subjects.
The disillusionment marks Neverfell's face. Because the Grand Steward values her shifting expressions, a fixed look of despair threatens her usefulness. To address this, Zouelle arranges a visit to Appeline and proposes that the Facesmith promise to send Putty Girls to teach drudges new Faces. The idea partially restores Neverfell's expression. During the visit, Neverfell sleeps in a guest room and later notices inconsistencies: her shoes were removed, and bruises on her arms match actions from a vivid dream.
During a grand tasting, the Grand Steward's two mental halves descend into open warfare, physically attacking each other within his body. The Grand Steward dies, and Neverfell is the only person who can reach him through his triggered security traps. At a hastily convened assembly, Childersin argues the death was natural and establishes himself as head of a new ruling council.
Back at the Childersin household, Zouelle confesses everything: Childersin and Madame Appeline are secret allies. They orchestrated Neverfell's overnight visit to Appeline's hidden room to traumatize her into drinking Wine that secretly contained a poison antidote, making Neverfell immune to the poison later slipped into the Grand Steward's food. Zouelle participated unknowingly and is now trapped between loyalty to her uncle and horror at what she helped cause.
Neverfell escapes and hides in Drudgery, investigating her origins. She discovers that Childersin built a secret shaft from the Morning Room to the overground to smuggle in daylight, explaining his family's superior health. She tracks down the Kleptomancer, and they design a plan so complex that Neverfell must erase her own memory of it to prevent her face from betraying the scheme. Over the following two months in hiding, she teaches drudge babies an angry Face that spreads as a symbol of revolution.
Childersin's forces capture Neverfell and have Zouelle administer Wine to wipe her memories before the grand hearing. Zouelle, however, secretly switches the Wine for a reprise blend that restores Neverfell's memories at the critical moment. Before the entire Court, Neverfell accuses Childersin and Appeline of poisoning the Grand Steward and reveals dozens of secret conspiracies, throwing the factions into chaos.
The Kleptomancer, still alive, carries Neverfell to safety through hidden passages. A pre-planned drudge uprising erupts: Four hundred drudges surge from the Undercity, stage a feigned attack on the palace, and allow themselves to be routed toward the Doldrums, a sealed-off district connecting to the escape shaft. Neverfell enters Appeline's tunnels and discovers the truth in a hidden room: Her real mother was a red-haired outsider lured to Caverna and kept prisoner by Appeline, who sketched her dying expressions to create the Tragedy Range, a celebrated line of sorrowful Faces. After a fight, Appeline falls into a giant trap-lantern.
Zouelle holds off the Childersin family by unleashing volatile Wines as barriers. When Childersin pursues the fleeing drudges up the shaft, Zouelle drops a Perfume on him designed to draw people irresistibly; Cartographers swarming behind him drag him down. Grandible, the palace servants, and the drudges ascend toward the surface. In Caverna, the Kleptomancer installs himself as hidden ruler, using Enquirer Treble, the Enquiry's stern leader, as his public face.
Neverfell leads the fugitives onto the mountainside at dawn. The drudges, who have never seen the sky, crouch in terror, but she coaxes them forward as the sun rises. In the epilogue, Zouelle trades Wine for camels and desert guides. Among the refugees walks a red-haired girl whose smile is "like the sun swimming through blue eternities" (487).