Act One

At Carnegie Hall in 1971, Carole sings "So Far Away". Then we go to Brooklyn where 16 year-old Carole tells her mother, Genie, she is going into Manhattan to try and sell a song to Donnie Kirshner. In the long tradition of mothers, Genie is opposed to her daughter's wish and in the equally long tradition of teenagers not caring about their mother's opposition, Carole goes anyway.

At 1650 Broadway, she hears the "1650 Broadway Medley". She then sings her new song "It Might As Well Rain Until September". Donnie says he will take it and hopes she has others.

At Queen's College, Carole meets a handsome young lyricist named Gerry Goffin. They agree to collaborate, musically and romantically, which in both cases turns out to be a fertile arrangement. When they go to Donnie's to play their new song, Carole confesses to Gerry that she is pregnant. Gerry asks her to marry him. It gives her an extra depth of feeling when she sings their new song for Donnie, "Some Kind of Wonderful", which the Drifters then record.

They get an office at 1650. While there, Carole meets a new lyricist Cynthia Weil ("Happy Days Are Here Again) who is looking for a composer to work with. Gerry and Carole sing their new song "Take Good Care of My Baby", during which Barry Mann, the composer with the office next door, enters. Barry meets Cynthia and they decide to collaborate. As they begin to work, sparks fly.

Donnie tells them he needs a song for the Shirelles. The couples compete for the job. In Donnie's office the next morning, Carole and Gerry present "Will You Love Me Tomorrow". Cynthia and Barry perform "He's Sure The Boy I Love". Donnie picks Carole and Gerry's song for the Shirelles and it goes to Number One.

And so, on either side of the same wall, a competition is born. The two teams turn out an amazing parade of songs: "Up On The Roof", "On Broadway", "The Locomotion" and "You've Lost That Lovin' Feeling".

Gerry and Carole are at the taping of a TV special where their new song "One Fine Day" is being performed by the dazzling Janelle Woods. During a break, Gerry confesses to Carole that he is restless in their marriage. He wants to sleep with Janelle, and he doesn't want to lie about it. Carole is stunned. As the song begins again, she takes it over and sings it herself.

Act Two

Carole is in a recording studio doing a demo of "Chains". Gerry is off with Janelle but tells her he will meet her later. Nick, a guitarist, asks Carole to come sing at the Bitter End sometime but she declines — she's a songwriter, not a singer.

The thing with Gerry is getting her down, so she goes and talks to Cynthia, who is also having trouble with Barry — they split up. Carole decides to tell Gerry he has to end the affair with Janelle. As she leaves, Barry comes in. He and Cynthia make up and play their new song, "Walking In The Rain".

Gerry shows up but he is not making sense. He eventually has a breakdown. At the hospital, he tells Carole he will end the affair with Janelle and that he wants to come home. She suggests they make a new start and move to the suburbs. With that, we hear "Pleasant Valley Sunday".

Barry, Cynthia and Donnie come to see the new house. Barry plays their new song, "We Gotta Get Out of This Place". Depressed that he and Carole can't do that as well, Gerry leaves in a funk for the city. While he is gone, it comes out that Barry and Cynthia have seen him with another woman, a singer named Marilyn Wald. Carole goes to Marilyn's apartment and Gerry is there. It's the final straw. She ends their marriage.

At the Bitter End, where Barry and Cynthia hear their song "Uptown", Carole explains she went to LA for a vacation and has started writing on her own. Nick, the guitarist from the studio who asked her to sing with his group, is playing there and urges her to sing. She sings her new song, "It's Too Late".

She decides to move to L.A. At 1650, she says goodbye to Donnie and Barry and Cynthia and plays them a parting present, "You've Got A Friend".

In LA, she records her album, Tapestry. The session goes well until the last song, which she is afraid to sing. It's a song she wrote with Gerry and she is afraid of the feelings it may stir up. Her producer, Lou Adler, persuades her. She sings "(You Make Me Feel Like) A Natural Woman".

The album is a smash. Carole is at Carnegie Hall for a concert. Before the show starts, there is a knock at her dressing room door. It's Gerry. He has brought her a good luck present but has something even more valuable: an apology for all the ways he hurt her. With a full heart he wishes her well.

Carole comes onto the stage of Carnegie Hall alone. She sits at the piano. Then with all the joy inside her, she sings "Beautiful".

And that's the end, except at the end of the curtain call, when the cast and audience sing "I Feel The Earth Move".