"A neat, very witty book by Michael Small and BT McNicholl"
-- Clive Barnes, New York Post

To tinkly piano music, a young woman in the 1920s cranks a nickelodeon. On a movie screen behind her, we see what she sees: Keystone Kops, Valentino, Harold Lloyd hanging from a clock. A title card announces "Once upon a time, there lived a special girl who had it all...." and a stunning image of Clara Bow appears. The young woman stops, wishing she could escape her hectic and cynical world for the clarity of Clara's. Her wish is granted when the nickelodeon starts blinking and silent movie characters appear, drawing her into their BLACK AND WHITE WORLD.

Suddenly, she's transformed into Betty Lou Spence, an irresistible lingerie clerk at Waltham's, the world's largest department store. She confides to the other girls that she just spotted the man of her dreams, the store's dashing new boss. Her pals laugh -- why would he give her a second look? But Betty kicks up her heels and asks, WHY NOT?

In the head office, we meet her prince, Jonathan Waltham, listening to his gadabout chum Monty prattle on about the latest rage -- a form of sex appeal called IT. But Jonathan doesn't have time for these modern fads; he's too busy trying to STAND STRAIGHT AND TALL.

Jonathan holds a press conference to announce a marketing plan designed to revive the faltering store: a doily giveaway. The crowd snubs his scheme (they want something modern). Panicked, he turns to Monty, whose crowd-pleasing description of IT launches a frenzy -- and an IT-Girl contest. But who will IT be?

Outside the store, Monty finds the answer when he meets Betty -- but she still has her eye on Jonathan. When she finds out he's dining at the Ritz with his steady date Adela Van Norman, Betty persuades Monty to take her there, too.

Betty arrives home where her waif-like roommate Molly is cradling her infant in MAMA'S ARMS. Molly's upset. Mean Mrs. Sullivan from next door has threatened to have the child taken to an orphanage. Betty lightens the mood with a more immediate problem: She doesn't know WHAT TO WEAR for her dinner date. In their Fifth Avenue mansion, Adela and her mother are wondering the same thing....

At the Ritz, Jonathan spots Betty and is smitten (IT Reprise). He introduces himself, but she bets that he won't recognize her the next time they meet.

Back in her boudoir, Adela gets a scolding from her mother -- why didn't Jonathan propose!? Adela attempts to come up with A PERFECT PLAN to snag him.

The next day, Betty slips into Jonathan's office without being recognized and wins her bet. She wants a night at CONEY ISLAND as her prize. But tonight is out -- he has a date with Adela. Then, as Betty's fantasies transform his office into an amusement park, he can't resist. Off to the midway!

Jonathan walks Betty home, declaring her his own personal IT-Girl. As they part, mean Mrs. Sullivan storms out and scolds Betty about Molly's baby. A dark figure lurks in the shadows -- it's Adela, who figures out a way to bring Betty down as the curtain falls on the FINALE OF ACT I.

With melodramatic flair, Adela dons a disguise and bursts into Molly's apartment with Mrs. Sullivan -- and a reporter who writes a trumped up story about a WOMAN AND WAIF, falsely identifying Betty as an unwed mother. Brandishing the article, Monty rushes to Jonathan who's now caught between his love for Betty and his fear of scandal. When Betty drops by in a fetching bathing suit, Jonathan is cold to her but ultimately begs her, STAY WITH ME. Betty hears wedding bells -- until she realizes his proposal is an illicit LEFT-HAND ARRANGEMENT. She storms out.

The next day, Monty tells Betty he "forgives" her for being an unwed mother -- but she's livid with him for being so quick to question her honor. To save the friendship, she and Molly teach him a lesson: Don't judge people until you STEP INTO THEIR SHOES. When Betty hears that Jonathan also believed the phony article, she decides to teach him a lesson, too -- by crashing the annual Waltham boat outing.

Dawn finds the yacht's first mate preparing for a cruise OUT AT SEA with the snooty invited guests, who are shocked by the arrival of an outrageous interloper: Mademoiselle de Latrine. Betty's performance as this faux Frenchie climaxes with the naughty novelty HOW DO YOU SAY…? Her risque routine shocks the partygoers, but Jonathan is won over. He proposes on the spot. With an angry laugh, Betty rejects him and makes one final splash by diving overboard to swim home.

Days later, Betty is at her new job selling newspapers outside Waltham's, wondering if she should have followed her own advice to STEP INTO THEIR SHOES (Reprise). A cocky newsboy tries to muscle in on her corner, then gets her to confess that she's still in love with Jonathan. The newsboy removes his disguise: it's Jonathan, declaring YOU'RE THE BEST THING THAT EVER HAPPENED TO ME.

Their kiss is interrupted by Adela, who leads everyone in a big chase that ends in the store. Monty and Molly reveal they've plastered Betty's picture all over town -- announcing her as the contest winner. The crowds agree! Waltham's is forced to crown Betty as the one and only woman with IT. The FINALE builds to a rousing celebration until Betty once again becomes the young woman at the nickelodeon. She leaves the black and world with a renewed spirit and heads toward the silver screen with a carefree Charleston as the lights fade, the curtain falls ... and that's IT.

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