In the upstairs apartment of a brownstone on New York City's Upper West Side, Paula McFadden, a pretty ex-dancer in her mid-thirties, and Lucy, her 12-year-old daughter, return from shopping. They are readying for a move to Los Angeles with Paula's latest boyfriend, Tony (“This Is as Good as It Gets”). Unfortunately, Tony had other plans. He left them a note saying that he's not going off to L.A.; instead, he's off to Spain for six months to shoot a film. Paula is left alone in New York with her daughter and a $400 debt that he never settled. It seems that Paula has played this scene before; however, she has decided that she's not going to play it again (“No More”).
Paula attempts to go back to work. She starts taking dance class again; unfortunately, things aren't as easy for her as they used to be (“A Beat Behind”). Mrs. Crosby, the landlady, tells Paula that Tony has sublet the apartment – even though there are four months left on the lease. It is his apartment, so there is technically nothing Paula can do. However, Paula is determined that she and Lucy are not going to be forced out in the middle of winter.
The sublessee, Elliot Garfield, arrives soon after midnight, but Paula tricks him into leaving, without ever letting him enter the apartment. He goes off and calls Paula from the street and demands that he speak with her in person. She agrees to give him five minutes. After a bit of arguing, the two decide to try sharing the apartment. Paula strictly lays down some rules for Elliot to follow; however, he is in no mood to listen – the only reason that Paula is staying in the apartment is because he has such a big heart. He lays down his rules (“Elliot Garfield Grant”).
This is not a match made in heaven (“Good News, Bad News”). Disturbing Paula and Lucy's routine, Elliot stays up late, plays the guitar, burns incense, chants and only eats organic health foods. He has moved to New York to star in a new Off-Broadway production of Richard III. At the first day of rehearsals, he finds that the director, a bizarre creative type from Budapest, wants him to play Richard with a new twist – as a man, playing a woman, playing a man. This production is Elliot's big chance in New York, and it seems that he's about to see his career flash before his eyes.
Paula has also had a bad day. She didn't get cast in the big musical for which she auditioned. In the park, Paula advises Lucy not to make the same mistakes she has made and end up with a life on the stage (“Footsteps”).
Some time passes, and Elliot, Paula and Lucy begin to find a routine. Paula is short for money, and Elliot offers to lend her some, but she wonders what she has to do in return. Elliot says that he simply wants her to be nice to him. She gets quite angry, assuming that he's only trying to get her in bed. As it turns out, Elliot has no designs on her. He simply wants to help her out, especially because he's fond of young Lucy. He goes to his room and leaves Paula alone to ponder the situation. It's true that she always assumes the worst because she has been burned so many times (“How Can I Win”).
Elliot's opening of Richard III is disastrous. After hateing the first act, the audience has reluctantly returned for the second. Between some dreadful scenes from Shakespeare's tragedy, Elliot, the director and various actors reveal their inner monologues (“Richard Interred”).
Paula and Lucy, who have attended the opening, approach Elliot after the show, trying to raise his spirits. Lucy observes that her mother is falling for this guy... the same way she fell for all of the other guys before. Though she vehemently denies Lucy's accusation, Paula later finds herself begging God to not let her fall for another actor.
Later that night, Elliot returns, quite drunk. Reviews in all of the major papers slammed the production... focusing primarily on his performance. He falls asleep while talking to Paula.
The next morning, Elliot learns that his show has closed. He is elated. Paula, who got a job on a food show, asks Elliot if he'll take care of Lucy, and he agrees. Elliot and Paula appear to be falling for each other (“Good News / Bad News”).
Paula arrives at The Ricky Simpson Show. She and her friends, Donna and Jenna, play dancing sweets, fats and fries (“Too Good to Be Bad”). This isn't the dream job Paula had envisioned, but it helps to pay the rent.
At home, Mrs. Crosby, the landlady, laughs along with Lucy as they watch Paula on television. The show ends, and Mrs. Crosby tells Lucy to do her homework... and not to watch any more television or talk on the phone (“Too Good to Be Bad – Reprise”). Paula returns and wonders where Elliot is; he was supposed to be watching Lucy. Apparently, Elliot got a job, so Mrs. Crosby helped out. Lucy comments to her mother that she has noticed romance blossoming; Paula denies it.
Elliot returns from his job—with an improvisation group in the West Village—with a black eye. He was mugged by a guy who took his empty wallet. He'd already spent all of his money on a new leather bag for Paula, which he gives to her. Elliot kisses Paula and confesses that he's had a crush on her and wants their relationship to be more. As the two of them discover their feelings for one another, Lucy and her friends gossip about the adults' romance (“Who Would've Thought”).
The following night, Elliot arranges a dinner for Paula on the roof of the building, complete with paper moon and strings of electric stars. He has paid Mrs. Crosby to take Lucy and the kids to the movies so it can be a romantic evening for just the two of them. Dinner is just a steaming pizza, but it still seems perfect to Paula. He even sweeps Paula off her feet by dancing with her (“Paula – An Improvised Love Song”). He kisses Paula and tells her how he feels about her. Though she's a bit tentative, Paula is smitten with him. When it begins to rain, Elliot prepares to move the dinner inside. With something else in mind, Paula leads Elliot into the bedroom.
The next morning, Lucy is upset that her mother and Elliot spent the night together. This scene has been played before, and both Paula and Lucy have both gotten hurt – five times, to be exact. After Lucy goes off to school, Paula and Elliot discuss their night of passion. As strongly as Paula feels, she can't let herself be hurt again. Elliot is not about to give up and asks what he needs to do to win Paula. She tells him that he needs to have Lucy say that it's okay for him to stay around. He accepts the challenge. All of this happens in the hallway, right in front of Mrs. Crosby.
In the schoolyard, Lucy tells her girlfriends that she has never trusted any man with whom she and her mother have lived and she's not about to start now. Elliot rushes on and grabs Lucy by the hand, leading her away to what he calls a “proposal.”
The scene shifts to the lake in Central Park, where we see Lucy and Elliot in a rowboat. Lucy looks bored as Elliot struggles with the oars. Lucy is reluctant to hear Elliot talk about the possibility of his relationship with her mother growing into more. He tells her that he loves her mother; however, there is a complication: there's another woman with whom he is also in love – Lucy. She tells him that the job to love her has been open since she was born; he responds that the job is just about to be filled (“I Can Play This Part”).
At the PBS studio, Paula puts a group of dancers through their paces for a new Saturday morning kids' show that she is choreographing (“Jump for Joy Dance”). Elliot phones the studio and tells Paula that all went well with Lucy. As he heads off to a movie audition, he asks Paula to marry him. As she hangs up the phone, she finds that she is, at last, “officially engaged.”
Some time later, Paula returns home cheerfully. Lucy is glumly doing her homework. Paula asks her what's wrong, and she motions to the bedroom, where Paula finds Elliot feverishly packing his suitcases. It appears that he has gotten a part in a movie that is shooting in Canada. He has purchased three plane tickets and wants them all to get ready to go for two months. Despite all of his excitement, Paula tells him that she can't leave her new job as choreographer at PBS, and she can't take Lucy out of school in the middle of the year. For once, she decides to stand up for herself instead of following the current man in her life. He leaves, and Paula ruminates about how great Elliot is. In spite of all that has happened, she feels that he'll be back (“What a Guy”).
Later that night, outside of Paula's apartment, Elliot comes up from the subway. It seems that his plane has been delayed. He is rehearsing what he's going to say to Paula and Lucy. Paula appears on her balcony and, along with Lucy, unrolls a sign that reads: “Welcome Home... We Love You, Elliot.” He wonders how she knew he was coming back, and Paula tells him that she's got lots of confidence these days... and, besides, he left his guitar. Elliot climbs up the fire escape, unable to miss the opportunity to play a balcony scene with the two new women in his life.
ELLIOT GARFIELD – An actor, fresh to New York City and roommate in Paula's apartment. Stubborn and charismatic, which puts him in conflict with Paula. He eventually falls in love with her. Vocal range: Ab2-G4
PAULA McFADDEN – An attractive ex-dancer and single mother. Frequently finding herself abandoned, Paula struggles to make her way back into the dance scene. Though she has a tough edge, she softens along the way. Vocal range: D3-F5
LUCY McFADDEN – Paula's daughter, age 12, she is curious and talkative. Often serves as an advice dispenser for her mother. She is fearful of getting close to any man that resembles her father. Vocal range: F#3-C#5
MRS. CROSBY – Manager/super of the house. Matter-of-fact, looking for drama, and always quick with a retort. African American. Vocal range: G3-F5
DONNA – A younger dancer and one of Donna's friends. Blunt and not afraid to speak her mind. Vocal range: A3-A4
CYNTHIA – One of Lucy's girlfriends. Wise beyond her years and often a source of knowledge for her friends. Age 10 to 15. Vocal range: G3-C5
MELANIE – One of Lucy's girlfriends. Not the brightest amongst her friends. Age 10 to 15. Vocal range: G3-C5
MARK – A Hungarian director of Elliot's production of Richard III. Pedantic and pompous with several outlandish ideas. Vocal range: C3-C4
ENSEMBLE – New Yorkers, Cast Of Richard III, Audience At Richard III