After a rousing Overture, the show opens at a vaudeville theatre in Seattle. Sisters Baby June and Baby Louise are auditioning for Uncle Jocko’s variety act (“Let Me Entertain You”) but they’re interrupted by an offstage voice yelling, “Sing out, Louise!” Rose Hovick, the girls’ overbearing stage mother, enters and tries to intimidate Uncle Jocko into hiring them. When the girls lose out to a balloon-adorned tap dancer, Rose bursts the girl’s balloons and drags her daughters back home. Rose asks her father for some money to create a newer, much bigger vaudeville act. When her father refuses, Rose storms out, stealing his gold plaque to finance a trip to Los Angeles (“Some People”).
In L.A., Rose meets mild-mannered Herbie, whom she flirtatiously entices to manage the girls’ act (“Small World”). With Herbie’s help, Rose creates a new act starring June, supported by shy Louise and a group of dancing boys (“Baby June and Her Newsboys”). As the act tours the small-time circuit, the girls gradually get older, but their act never changes. One night, as Rose and all the kids crowd into a cheap hotel room to celebrate Louise’s birthday, Herbie introduces Rose to Mr. Goldstone of the more reputable Orpheum Circuit. Rose, invigorated by the opportunity, feverishly caters to her guest (“Have An Eggroll, Mr. Goldstone”). Louise, feeling forgotten, privately celebrates her birthday with her pet lamb (“Little Lamb”).
The act, reworked as “Dainty June and Her Farmboys,” continues to tour. In a Chinese restaurant in New York, Herbie proposes marriage to Rose, but she is more focused on show business. Herbie threatens to leave them someday, but Rose laughs it off, telling him, “You’ll Never Get Away From Me.” A powerful producer offers June a contract, provided she goes to school, takes acting lessons, and keeps her mother far away. But Rose adamantly refuses the contract, and the girls despair at her behavior, dreaming of a normal life (“If Momma Was Married”).
The act continues to tour, but June and the boys have grown too old. One boy, Tulsa, confides in Louise that he plans to branch out on his own (“All I Need Is The Girl”). Louise is smitten, but she soon finds a note from June saying June and Tulsa have run off together. Rose is stunned by the betrayal. Herbie suggests they give up show business and get married, but she refuses. With sudden intensity, Rose turns her focus on Louise, insisting that Louise, not June, is the key to their success (“Everything’s Coming Up Roses”).
Months later, little has changed. Rose leads a miserable rehearsal of “Madame Rose’s Toreadorables,” which is really a reworking of the old act, with girls replacing the boys and Louise replacing June -- complete with blonde wig. Exasperated, Louise rips off the wig and tells Rose she’s not her sister. Rose reassures her, and along with Herbie, they sing “Together Wherever We Go”.
Herbie gets the new act, now dubbed “Rose Louise and Her Hollywood Blondes,” a two-week booking. When they arrive at the venue, they quickly realise it’s a burlesque house, and Rose refuses to let Louise perform. Louise, recognising that they’re broke and need the money, convinces Rose to relent. The three broken-down strippers sharing Louise’s dressing room tell her “You Gotta Get a Gimmick.”
Louise performs her usual act, and Rose finally agrees to marry Herbie when the contract is over. As they pack to leave, the theatre manager announces that the star attraction has been arrested for soliciting, and Rose immediately responds, “My daughter can do it!” Rose, manic with ambition, begins planning costumes and music for Louise’s new act. Herbie, disgusted and fed up, quietly leaves her. Despite Louise’s stage fright, Rose forces her onto the stage. Louise begins a shy rendition of “Let Me Entertain You,” but she gradually gains confidence and her simple act evolves into into a full strip routine. Over time, reserved Louise transforms herself into a burlesque superstar, the glamorous and confident Gypsy Rose Lee.
In Louise’s dressing room at Minsky’s in New York, the starlet entertains reporters and photographers. Rose, realising she’s no longer needed, storms out of the dressing room, embittered and hurt. Alone on an empty stage, Rose asks, “Why did I do it? What did it get me?” and she finally lets her ambition loose, belting out a huge number of her own (“Rose’s Turn”). As Rose bows to an empty house, Louise applauds and says, “You really would have been something, Mother.” They reconcile, and Rose starts telling Louise about her new “dream.” As mother and daughter exit together, Rose takes one last look behind her at the runway lights, but they quickly darken and the curtain falls.