It is the 1920s, Mama Rose (Liz Arihood) wants her daughters Louise (Amanda Wright) and June (Emily Shepardson) to be stars. Uncle Jocko (Garrick Brown) is rehearsing his Kiddie's Show . Rose bludgeons him into hearing her girls, who render the opening number "May We Entertain You", but Jocko is not entertained, and Rose storms home. With just a little money, she pleads to Grandpa (Tom Wright), she can sweep the girls to stardom in Los Angeles. Grandpa won't sell his gold plaque from the railroad company, but that's no problem to Rose. "Some People", she sings, "Some people ain't me!". She grabs the plaque and the girls and is off to L.A. Herbie (Tom Bartig) agrees to be Rose's agent, and they sing a friendly duet, 'Small World". Everyone sings the celebratory "Mr. Goldstone". Time passes and the troupe reach New York. Because of the depression times are hard. Herbie wants Rose to give up the act and marry him, but she says he must wait until her girls are stars. "You'll never get away from me'', she sings.

They audition for the important Mr. Grantziger with the number "Broadway". He offers to make June (Annie Jackson) an actress on condition that Rose keeps away from her. Rose rages out, leaving June and Louise (Jen Roberdeau)  lamenting their showbiz fate in "If Mama Was Married". They journey on. Tulsa (Kyle Brauer), one of Rose's boys, is rehearsing a routine of his own; Louise joins in, and they sing "All I Need Is A Girl". On the railroad platform in Omaha Rose is deserted by the other boys; she hears that June, has married Tulsa and run away: the act is finished. The indomitable Rose switches her ambitions to Louise in "Everything's Coming Up Roses".

In Texas, Rose is rehearsing Louise who has no talent and knows it: Herbie, Rose and Louise keep their spirits up with "Together Wherever We Go", The act is now Rose, Louise and Her Hollywood Blondes, and Herbie accidentally books them into a strip joint. Louise has a lesson from the strippers (Sue LaCrosse, Rhonda Staats, Julie Muellenberg) in "You Gotta Get A Gimmick", They decide to stay for two weeks at the joint, and then, Rose promises she will marry Herbie and finish the act. The last day comes; the star stripper has been arrested. Rose persuades Louise to take her place, The faithful Herbie at last walks out on Rose in disgust. In a reprise montage of "Let Me Entertain You" we see Louise hit stardom as the Queen of Strip, Gypsy Rose Lee.

In the final scene Rose visits Louise in her star dressing room. Rose feels jealous and resentful that it is her dreams that have brought Louise fame. They quarrel and Louise goes. Rose sings ''Rose's Turn", wishing she had had Louise's chances. Louise returns to make friends with her mother before the final curtain.

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