Act One

We see the face of a beautiful girl seated before her dressing-table mirror, applying makeup. It is obvious that she is in the theatrical profession. Silently, from the other side of the stage, a man emerges in silhouette with a scarf that he proceeds to hook around the woman's neck and choke her to death as she screams. We can now see the face of the man whose bright red hair and beard make him easily identifiable.

We shift to a few weeks later, at the façade of the Simpson Sisters' Wax Works in London. The time is shortly after the turn of the century. The newest and largest sign there reads, "A New and Blood-Curdling Exhibit: The Strangler and the Dancing Girl." A newsboy is calling out headlines, reporting on a stranger at large. Howard Cavanaugh then appears. He is the producer of entertainment at the Odeon Theater, one of London's better-known music halls. The murdered actress, Ruth LaRue, was expected to have been in his next production, so he has come to see the wax exhibit. The proprietors of the museum, Maude and Sarah Simpson, bemoan the fact that the murderer didn't slit the throat of the girl, which would have made their display much more exciting. George Poppett, Howard's comedian, arrives and notices what a good business the Simpson Sisters are doing. Inspector White from Scotland Yard has taken the case over and comes to look at the wax work. He assembles his men to begin the investigation. From all that is going on, it appears to be quite a day at the Simpson Sisters' Wax Works ("The Simpson Sisters").

Inside the Wax Works, Maude and Sarah are preparing to unveil the "Strangler and the Dancing Girl" exhibit. As they ready for the big event, they notice that their niece, Essie, is late once again. No sooner does Essie come running in with an excuse, but Maude doesn't wish to hear any nonsense. She knows that it was because her niece, who is a clairvoyant, was having another one of her visions. Essie affirms as much; she experienced a vision of a man whom she's seen before – there were shooting stars and fireworks before he asked her to marry him. Maude and Sarah see this as ridiculous. Essie is 29 years old, and it appears as though she doesn't want to get married. Essies insists that she would like to get married, but that she has no suitors ("The Right Finger of My Left Hand").

The unveiling of the new wax exhibit begins; the face of the Strangler is a blank white expanse of wax. The spectators are horrified by the exhibit and some have to be carried out. Inspector White, meanwhile, orders his men to investigate a commotion outside. They find Tom Baxter, an American "strong man" up in arms. The murdered Ruth LaRue was a member of his act and his best friend's fiancée. Offended by the wax exhibit, he asks how much it would cost for him to buy it so that he can have the pleasure of breaking it into little pieces. Essie is completely smitten and wants to marry him. When Maude tells him that the exhibit isn't for sale, he pulls the curtain in front of the exhibit. An angered Maude reopens the curtain to find that the purple scarf used in the display is gone.

Panic breaks out as everyone assumes that the killer must be amongst them. In the course of the pandemonium, Tom cuts his hand with a sword that Essie hands to him. The lights go out as more chaos ensues – Essie is removed from it all, as she daydreams about Tom. Inspector White and his men find a door leading outside from Essie's workroom, where she makes and prepares the exhibits. They presume that the Strangler has escaped.

George watches as Essie tries to bandage Tom's hand. As she does so, Essie learns about Tom's ultimate woman. Most of the qualities are those Essie doesn't possess, and most importantly, Tom wants a redhead; she is brunette. Tom readies to leave with George as Essie bursts into a loud cry. She realizes that she can get Tom to stay with her if he pities her. She tells Tom and George a fictional life story full of woe: she was born in a trunk, her mother died young and her father was a performer who died an alcoholic. From that point on, her two aunts raised her. She works for them in the wax museum, and they beat her. Tom hears this and tells Essie that she has to get out and find a man who can protect her. Essie innocently responds that she never thought of that as being one of her options ("Just for Once"). After whirling around with Tom, he and George depart, and Essie realizes that she is even more smitten with him ("Merely Marvelous").

Later, Essie tells her Aunt Sarah about her love. Unfortunately, she feels that she'll never see Tom again unless there is some way to stay on his mind. She devises a plan: she will pretend that the mysterious Strangler, for whom Tom is searching, has attempted to take her life. She initially asks her Aunt Sarah for help, who objects. Eventually, the aunt gives in, and the two decide to stage a fake attempted murder. Essie and Sarah scream, and Maude rushes in. Maude buys the story and stops Essie from leaving until she is safely disguised as a man. Essie wants to go and tell Tom Baxter, but Maude intends to take her right to Scotland Yard.

Out on the street, the women proceed to Scotland Yard. On their way, Essie and Sarah trick Maude into going to the Odeon Theater. On the stage of the Odeon Theater, George is rehearsing a new number with the chorus, the kind of number that you would find in America ("Uncle Sam Rag"). Then, Tom comes on to rehearse his act. In the midst of this, there is a great commotion in the wings as Essie and her aunts make their way into the theatre. Essie reveals herself to Tom and tells him the story. She also tells Tom that she knows what the Strangler's face looks like, and in all of the confusion, Aunt Sarah says that Essie could make a wax head of the Strangler. Essie protests, but it's too late; Essie's wax face could help solve the murder. Tom tries to send Essie back to the Wax Works, but she objects, telling him that she is a marked woman and needs protection. She needs a place to stay ("'Erbie Fitch's Dilemma"). After performing a song-and-dance routine in an attempt to keep her place in the theatre, Tom surprisingly suggests that they can use her in the finale. Howard, the show's lead producer, disagrees, but George takes her off to transform her into a showgirl. Tom is now in full support of Essie. Before the aunts go to help, he scolds them for their past years of treatment to young Essie.

While Essie is undergoing her transformation, Sir Charles Willingham, the fiancée to departed Ruth LaRue, stops by the theatre to pick up some of Ruth's things. He admits to having overheard the entire plan and would like to meet with Essie, if she did indeed see his fiancée's murderer. Tom tells him that being put in the finale of the show and meeting the great Sir Charles might be just too much for Essie to handle in the same day. Charles agrees but asks Tom not to tell Essie of his desire to question her. He leaves.

Howard leaves in a snit, wondering just what is happening to his show. George comes back, having been thrown out of the dressing room by the aunts the second that Essie took off her shoes. George and Tom ponder the situation, but then George is thunderstruck by a thought: Tom is sweet on Essie and although he tries to hide his true feelings, it is pretty obvious just how he feels ("She's Not Enough Woman for Me").

A few hours later, outside of the theatre dressing room, Tom is waiting. Essie finally emerges, and Tom is bowled over with her newfound beauty. Howard sees the new Essie and is impressed enough to put her in the show. Tom asks Essie to dinner, and she accepts. Left alone with her aunts, Essie worries. She's never been on a date with a man before and she might spoil everything. Essie admits to Maude that she made up the story about being beaten, just to get his sympathy. Maude and Sarah offer her a bit of advice in her dealings with the opposite sex ("Behave Yourself"). Unfortunately, both Sarah and Maude contradict each other in their philosophies, so Essie is even more confused than ever. While out on the date, Essie has a terrible time trying to figure out just what makes the most sense. Finally, she relaxes and becomes herself.

Back at Tom's apartment, Maude and Sarah are asleep on the sofa, waiting for Essie's return. Tom is allowing them to stay there. Essie arrives and heaves a terrible sigh of disappointment, feeling responsible for a potential romantic failure. Suddenly, Tom storms in and proclaims his love for Essie ("Look Who's in Love"). They kiss passionately. After Tom leaves, George comes in with all of the wax paraphernalia that they need to create the head. Sarah and Maude awaken as she admits to George that she faked the strangling to get close to Tom. George tells Essie that it's too bad that she's not clairvoyant; that way, she could see the face of the Strangler and solve the murder. Essie responds excitedly that she is indeed clairvoyant, and her aunts tell her to have one of her visions. They leave her alone in the room, and she has a vision: Sir Charles, complete with red hair and beard. Immediately, she begins her work on the wax head. They all want to know what he looks like, but she asks to be left alone. The first one to see the wax head will be Tom.

On the façade of the Wax Museum, there are stiffly posed portraits of Maude, Sarah and Essie. There is also a sign that reads, "Temporarily Closed." A downpour begins outside; people rush about trying to keep themselves covered. Tom saunters in, unmindful of the rain. People watch as Tom skips about, pointing to the picture of his girl, Essie. The people in the crowd are quite confused, because in the picture, Essie's hair is jet black. However, the transformed Essie is now a redhead. Standing in the rain, Tom thinks about his lovely girl ("My Girl Is Just Enough Woman for Me"). Meanwhile, on the stage of the Odeon Theater, Essie is preparing to perform the finale for the first time. She stands petrified while the actors rush around her. Tom enters and tells her that she looks like a star, but she thinks he must be crazy. However, she closes her eyes and has a vision where she imagines herself a star dancer of extraordinary ability ("Essie's Vision").

Tom snaps and eases Essie onstage for the finale. During the song, she becomes lost and misdirected; even worse, she looks up to find Sir Charles – the strangler – seated in one of the boxes. Essie attempts to leave, but Tom continues to push her onto the stage ("Two Faces in the Dark"). The finale is in shambles, and Howard is furious. Essie rushes on carrying the box containing the head that she made. She tells Tom that it was Sir Charles, but he doubts her claims. It eventually surfaces that Essie was never attacked and that she has lied to Tom for quite some time. Before Tom can hear any more, he storms out. She opens the box and reveals the head of Sir Charles; unfortunately, everyone is gone. As a last resort, she telephones Inspector White, who hangs up on her and her ridiculous visions. She is left alone. Suddenly, Sir Charles appears and greets her. The curtain falls.

Act Two

In Tom's apartment later that night, he is alone and preparing for a girl to arrive. There is a table, a bottle of wine and two glasses. When there is a knock at the door, Tom is disappointed to find that it is only George, who reports that someone at the theatre told him that Essie left with a man who had red hair and a red beard. Although Tom refuses to believe that his friend could ever be a killer, George thinks that it could be possible. He wants Tom to join him in rescuing Essie, but Tom refuses. George goes off while Tom waits for his date to arrive ("I'm Back in Circulation"). When she finally does, Tom can't become comfortable around her. The girl is terribly insulted and leaves. It is obvious that Tom is still smitten with Essie.

Out on the street, Sir Charles is leading Essie to his place so that they can talk. Essie tells him that they can do that some other time, seeing two street-walkers, whom she asks for help by offering to buy them both drinks. He obliges her, and inside a bar called The Green Dragon, Essie and the two street-walkers, May and Tillie, are talking at a table. Essie thanks them for saving her life. May and Tillie guzzle their drinks, but Essie confesses that she has never had a drink before. Essie explains her situation while inadvertently taking sips of beer. Pretty soon, she is rambling on about all that has happened, becoming more and more intoxicated. The crowd is quite saddened by her story, but May and Tillie decide to cheer her and everyone else up with a little song and dance ("We Loves Ya, Jimey").

In vain, Essie tries to induce a few men to dance with her. She finally grabs a man who is partially hidden behind a post – Sir Charles. In a state of panic, she starts a fight, and the police are summoned. Essie admits to starting the fight, in the hope that the police will take her to jail. However, Sir Charles bursts forward, proclaiming that Essie is with him. Out of deference to his lordship, the officer gives Essie over to Sir Charles, but she takes the officer's hand and bites it. The policeman takes Essie off to jail.

In the jail cell the following evening, Essie tries very hard to make sure that she can stay. Maude and Sarah visit their niece and tell her that they want to get her free. George also comes by to offer his support. He tells her that his attempts to convince Tom of Sir Charles' guilt were completely futile. George tells her that the only way for her to get Tom back is to prove that Sir Charles is the murderer. She can do this by going back to the Wax Works and putting the sculpted head on the wax exhibit. She then needs to telephone Sir Charles and tell him to meet her at midnight so that she can show him the exhibit. When he sees his own face up there on the exhibit, he'll try to kill her, but George will get Tom to wait with him in the next room and rescue her. Once Tom sees how wrong he has been, he'll forgive her completely. Essie gets the rest of the girls in the cell to assist her in distracting the guard so that she can get the cell keys ("The Pickpocket Tango"). All of the women end up escaping.

Elsewhere, Tom and George are talking; Tom still refuses to help Essie, even after he learns from Inspector White that she is an escapee. Hearing this, Howard is concerned that she may come back and destroy his show ("Look Who's in Love"). Tom finally realizes that he does still love Essie and rushes off with George to help. George tells Tom to go see Essie and make sure that she has called Sir Charles, and that he'll be at the Wax Works at midnight. In the meantime, George will go to see Inspector White.

In the dressing room, George finds Howard, who is visbly upset. He immediately fires both of his stars. In all of the confusion, Tom encounters George, "locked" in his dressing room, who alters the original plan. When Tom sets forth, the man behind the locked door emerges – Sir Charles, again, posing as George. Later, at the Wax Works, Essie is putting the finishing touches on the exhibit. Tom enters and lovingly taps her on the shoulder; they make up. Tom tells her that they better come up with a signal, in case she needs him: he stamps his foot on the floor three times. Soon, they are both gushing over with unbridled love and passion ("I'll Try"). Tom goes to get George so that they can catch the Strangler.

Essie hears someone whistling in the distance; it is the same tune that the girl in the Prologue was whistling, just prior to her murder. She calls to ask who is there, and George responds that it is only him. He then walks into the light, and she sees that he has disguised himself as Sir Charles. George confesses that he has killed Ruth. Tonight, he plans on finishing his mission by killing Sir Charles. His plan has always been to frame Sir Charles as the murderer, which will get him hanged. It went awry, before, but tonight when he strangles Essie, there will be plenty of witnesses. George wraps a scarf around Essie's neck. She stamps her foot three times, but no one is there. Fortunately, she hears Sir Charles' voice calling to her as he arrives early. This upsets George, and as he turns towards the voice, Essie ducks from his grasp and runs off. Sir Charles enters and sees his own face on the waxwork, then facing George, who confronts him in his disguise. Sir Charles is terribly confused by all of this and goes off to chase George.

Tom enters and hears Essie stamping her foot. Inspector White and some of his men enter and proceed to pursue Essie, whom they presume is causing all of the trouble. Soon, Maude and Sarah are involved in the chase, trying to capture the real murderer. Howard runs on with a new contract as he tries to convince Tom and George to come back to the act. Eventually, George is captured, and Essie and Tom are reunited forever ("Finale").