Act One 

It is a night on Hollywood Boulevard in the late 1980s. The Happy Man, a cheerful street barker selling Maps to the Stars, welcomes the audience to Hollywood and introduces its colorful cast of dreamers and drifters ("Welcome to Hollywood"). Among them is Vivian, a young woman from a small town in Georgia who has wound up working as a prostitute on the strip, and her roommate and fellow sex worker, Kit. Vivian has been forced to sneak out of their apartment down a fire escape to avoid their landlord after Kit spent their rent money on a party. The two bicker in the bar where Kit has been celebrating, but Kit is fiercely protective in her ways. News has spread that another woman on the boulevard, Skinny Marie, was found dead in an alley, a sobering reminder of the danger of their lives. Vivian sings of her longing to escape her circumstances and find something more meaningful ("Anywhere But Here"). 

That same night, Edward Lewis, a wealthy, emotionally closed-off corporate raider, leaves a ritzy Beverly Hills cocktail party early. He has just ended a relationship and is in town to finalize a hostile takeover of Morse Shipping, a struggling company he intends to break apart and sell for its assets. He ends up lost on Hollywood Boulevard after borrowing his lawyer Stuckey's Lotus Esprit which he cannot drive properly. Vivian spots the car and convinces Edward to give her twenty dollars in exchange for directions. She talks her way into the driver's seat by demonstrating that she knows how to handle a stick shift and drives him to the Beverly Wilshire Hotel. After sharp, playful banter, Edward hires her for the night for three hundred dollars. Edward muses on the unexpected encounter ("Something About Her (Preamble) / Welcome to Hollywood (Reprise)"). 

At the hotel, Vivian is awed by the grandeur of the penthouse suite. After Edward covers her skimpy outfit with his raincoat to get her past the lobby, the two settle in for the night. He is struck by her quick wit and easy charm and finds himself charmed despite his businesslike intentions ("Something About Her"). When Vivian gets into the bathtub with her Walkman, singing exuberantly to herself Edward hatches a new plan ("I Could Get Used to This"). He asks Vivian to stay with him for his entire six-day visit in Los Angeles as his companion and escort. After a lively negotiation, they settle on three thousand dollars. Edward hands her his credit card and sends her shopping for appropriate clothes. 

Vivian calls Kit with the thrilling news, and the two celebrate together in the penthouse, joined by the hotel elevator boy, Giulio ("Luckiest Girl in the World"). Vivian heads to Rodeo Drive, where Kit sends her off with enthusiasm and encouragement ("Rodeo Drive"). Kit departs to pay the landlord three hundred dollars for rent and promises Vivian no more parties. When Vivian enters a snobbish boutique in her street clothes, the saleswomen refuse to wait on her and ask her to leave, leaving her humiliated ("Anywhere But Here (Reprise)"). 

Back at the Beverly Wilshire, the hotel manager, Mr. Thompson, intercepts a dejected Vivian. Rather than turning her away, he takes her under his wing. Having seen Edward's name on the credit card, he discreetly arranges for a cocktail dress, shoes, and hair and makeup for her dinner that evening at the hotel's upscale restaurant, the Voltaire. He then teaches her a few ballroom dancing steps to prepare her for the evening ("On a Night Like Tonight"). When Vivian descends to the lobby transformed in an elegant black dress, Edward is visibly stunned. 

At the Voltaire, Edward has arranged a "social dinner" with David Morse, the son of the founder of the shipyard he intends to acquire, hoping to unsettle him. David is passionate and idealistic, arriving with a proposal to retool his father's company to build cruise ships rather than allow a dismemberment of the business. When Vivian responds with delight to the idea, David is charmed into handing her the only copy of his proposal, which Edward immediately recognizes as his rivals' entire defense strategy. The dinner grows tense, and David, seeing little point in further negotiation, asks Vivian to dance instead. She accepts and proves to be the life of the party ("Don't Forget to Dance"). Edward eventually joins her on the floor. 

Back in the penthouse suite, the evening's warmth lingers. Vivian asks Edward about his plan to shut down the shipyard and shows concern for its employees. He deflects with his customary emotional detachment, and she notes it parallels her own rule about not kissing clients on the mouth. Edward opens up briefly about his father's death and the boarding school he was sent to after his mother died. Alone, Edward reflects on the strange feeling of freedom and possibility that Vivian has stirred in him ("Freedom"). Vivian, wearing one of his shirts, comes out of the bedroom and watches from across the room. He picks her up and sets her down on top of the piano making the piano keys strike. He tries to kiss her but she won’t let him. They make love, the piano keys striking as the lights fade. 

At the apartment, Kit pays their landlord who tells her the rent will soon increase to three fifty. In the law office, Stuckey shows Fred the Morse Shipping plan to save the company which he took from Edward. Edward proposes a shopping trip to replace the clothes Vivian was denied the day before. He takes her to an upscale boutique managed by the eager-to-please Hollister, announces they will be spending an "obscene amount of money," and the staff fawn over Vivian in a complete reversal of the previous day's treatment ("You're Beautiful"). Vivian, now laden with shopping bags, stops at the snobbish shop that rejected her, informs the bewildered saleswoman she works on commission, and delivers her famous parting shot: "Big mistake. Big. Huge." The act closes with Vivian radiant, confident, and triumphant. 

Act Two 

The Happy Man re-introduces the action. Edward sponsors the Beverly Hills Polo Classic event, and he and Vivian arrive together. Vivian mingles with Edward's circle of wealthy acquaintances, trading sharp observations with the smug Olson sisters and charming David Morse, whom she encountered at dinner. Stuckey, Edward's lawyer, grows suspicious of Vivian's presence so close to the closing of the Morse deal. Edward reveals to Stuckey that Vivian is a prostitute he picked up on Hollywood Boulevard. Stuckey corners Vivian privately, making a degrading remark and implying he could arrange "work" for her once Edward is done. Vivian is stung and silent. She and Edward argue bitterly back at the hotel. He defends himself but ultimately concedes, telling her he was jealous when he saw her with David, the first real admission of feeling he has allowed himself. She makes him promise never to hurt her like that again. 

In the penthouse bedroom, Edward gently asks Vivian how she ended up on Hollywood Boulevard. She tells him she faced string of bad relationships with unreliable men, following one to Los Angeles only to be abandoned there, too ashamed to go home, eventually meeting Kit and drifting into sex work ("This Is My Life"). Meanwhile, back on the boulevard, Kit sits dejected on a bus bench. The Happy Man encounters her and, learning she has no dream of her own, encourages her to keep hoping ("Never Give Up on a Dream"). Kit reveals she once dreamed of being a police officer and resolves to look into a program for people with "colorful backgrounds." 

As a gesture of apology and romance, Edward takes a full day off work to escort Vivian to the opening night of Verdi's La Traviata. Before they leave, he presents her with a stunning ruby and diamond necklace on loan from a jeweler. At the opera house, Vivian sits in a luxury box watching the performance with pure, unguarded. Edward, watching her experience it all for the first time, is deeply moved ("You and I"). They dance at the gala afterwards, and when they return to the penthouse that night, Vivian kisses Edward on the mouth. It is a turning point for both of them. 

The morning of the board meeting, Stuckey finds Edward sitting barefoot in Century City, reading Shakespeare's sonnets rather than preparing to close the deal. Something has shifted in Edward. That afternoon, Vivian meets Kit at the hotel pool and confesses she has kissed Edward on the mouth. Kit is alarmed and knows this means Vivian has fallen for him. Vivian insists she is not in love, but knows she cannot return to her old life regardless of what happens ("I Can't Go Back"). At the Morse Shipyards Boardroom, Edward withdraws his hostile bid for Morse Shipping, votes in favor of David's cruise ship rescue plan, and personally guarantees five hundred million dollars in bank loans to retool the company ("Freedom (Reprise)"). 

Stuckey goes to the hotel penthouse and tries to get Vivian to sleep with him. Vivian kicks him down after he tries to lunge at her. Edward enters and fires Stuckey after learning that Stuckey went to the penthouse in his absence with the intention of assaulting Vivian.  

Edward sees that Vivian is packing her bags because it is the last day of their deal. He gives her the three thousand and gifts her keys to a new apartment, a car, and charge accounts at a wide variety of stores. Vivian turns it down. She tells him about the dream she had as a little girl: a princess in a tower, rescued by a knight on a white horse. "Never in all the time I had that dream did the knight say, 'Come on, baby. I'll put you up in a great condo.'" She wants the fairytale. She hands back the gift box and leaves. 

Mr. Thompson says a warm goodbye to Vivian in the lobby and arranges the hotel limousine to take her wherever she wishes to go. Edward, left alone in the penthouse, prepares to leave for New York. He asks Mr. Thompson if there are any messages and there are none. Mr. Thompson hands him an umbrella and quietly remarks that the driver who took Vivian home can take Edward wherever he needs to go too. Edward and Vivian, now apart, sing a melancholy duet about the week they shared and what might have been ("Long Way Home"). 

On the fire escape of Kit's apartment, Vivian tells Kit she plans to take the bus to San Francisco, get a job, and finish high school. Kit, moved and proud, tells her she's going to apply for the police academy program. They embrace and say goodbye, each wishing the other well. Back on Hollywood Boulevard, Edward reappears — carrying flowers and waving his umbrella like a sword, calling up to Vivian on the fire escape like a knight storming a tower. Terrified of heights but determined, he climbs the ladder to reach her. When he asks what happened after the knight climbed the tower and rescued the princess, Vivian smiles: "She rescues him right back." They kiss as the crowd on the street below cheers ("Together Forever"). The full company joins in a joyful finale, and the Happy Man reminds everyone that everyone needs a dream.