The action takes place in 1913 on stage in New York, in Maggie's dressing room, Max's lot, the Fat Cat roof garden, Huckleberry Island, a rest home, Bessie's barn, the ballroom at George's town house, and Egypt-on-the-Hudson.

Act I
It is 1913, and the finale of the last New York performance of the musical comedy Lazy Moon is in progress - Lazy Moon. The show is moving on to Chicago, but its leading lady, Maggie Harris, will not be travelling with it. Maggie has decided to give up the theater for marriage to millionaire George Randolph Brown; she declares that she has no regrets about leaving the world of drafty dressing rooms - Give The Little Lady. Enter film producer/director Max Grady, who punctures Maggie's euphoria by reminding her that she's under contract to begin shooting Frontier Woman for him tomorrow morning. When Max threatens a lawsuit, Maggie reluctantly agrees to honor the contract. George arrives backstage, and Maggie expresses doubts about her ability to please the blue bloods of George's family. He silences her qualms - Save A Kiss.

At the vacant New York City lot that is Max Grady's studio, Maggie endures Max's insults and begins to shoot the film. Max, tired of directing ten-minute quickies, has secretly been using the profits from his films to purchase (then hide) the elaborate scenery he intends to use in a long-planned, full-length Egyptian spectacle. Max tells Maggie that he believes she is drawn to his magnetism. Maggie counters by offering her own analysis of the situation - No One'll Ever Love You.
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Shooting concludes on the picture. But Max, without funds to hire a new leading lady for his next film, tricks Maggie into staying on the lot to shoot "flashback" sequences for Frontier Woman, in reality sequences which will constitute his next picture. Maggie protests, but George says she must do the honorable thing and stay on. Maggie wistfully confides in an actor in a bear suit, her co-star in the "flashbacks" - Who's Been Sitting In My Chair? When Max makes advances to Maggie, she calls him "a common, on-the-make hustler." Max is stung, but also challenged - There Never Was A Woman.

At the Fat Cat, a downtown roof garden jazz spot, Lois, a studio hanger-on attracted to Max, entertains - The Pussy Foot. Max confesses to Maggie that he tricked her into staying and that he is attracted to her. When he tells her that he owes the studio thousands of dollars for the scenery he's been purchasing, she volunteers to stay on and shoot a pirate picture to help Max stall the studio.

While shooting the new picture on Huckleberry Island, Maggie admits to Max that she reciprocates his feelings. But when she learns that George has been summoned by Max's studio cohorts, Bessie and Pete, to supply the money Max owes the studio, Maggie, believing that Max wooed her only for the money, storms out. She is forcibly brought back to finish the pirate film, and George, attempting to rescue her, is injured in the ensuing melee.

Act II
In a hospital room on the mainland, Lois comforts the injured George. She tells him that she never seems to be able to find the sheiks and princes she always dreamed would carry her off - Lady In Waiting.

Maggie appears, and, when George defends Max's motives, Maggie is outraged - The Beast In You. George presents Maggie with a portfolio as a wedding gift: He has bought her movie, and thus Max now works for Maggie. Maggie runs off to find Max, and George, left alone, ponders Maggie's feelings for him - Shall I Take My Heart And Go?

At Bessie's barn on the Hudson, Max and his cohorts load the Egyptian scenery on a truck and prepare to skip town with it to California. Bessie suggests that Max's feelings for Maggie are serious, and he is upset - I Can't Be In Love. Maggie arrives and gloats, but, when Max makes an impassioned speech about the value of movies, Maggie lets Max keep what is now in effect her scenery. Max's friends are jubilant that they don't have to leave town after all and remind themselves how important they are to their boss - Bad Companions.

George throws a party at his town house following the wedding rehearsal. When Max arrives, he tells Maggie that he loves her and that she's only marrying George because "he happens to fit in with your idiot dream of yourself." Alone in the empty ballroom, Maggie acknowledges that she must face the truth about her feelings for George - I Never Know When.

At dawn on a chilly April 23, with the Egyptian sets in place, Max's long-dreamed-of epic is about to become a reality - Two Years In The Making. Shooting begins with a sacrificial pyramid dance and choral chant - Heart Of Stone. Lois, Max's new leading lady, quickly proves a disaster in the scenes. Maggie and George arrive, having decided to "send back an awful lot of salad bowls." A relieved Lois lets Maggie take her place in the picture, and this time George comforts Lois. But Maggie declares that only a sign from heaven would persuade her to marry Max.

Although it's April, snow begins to fall in what is supposed to be a scene of intense Egyptian heat. Maggie interprets this as the heavenly sign, and she and Max embrace as the curtain falls.

- Ken Mandelbaum