Andy Lee, the dance director, is auditioning kids for the chorus. While Oscar plays piano, Mac, the stage manager, and Billy Lawlor, the show's romantic lead, watch the boys and girls pick 'em up and lay 'em down (Audition).
The writers, Bert Barry and Maggie Jones, catch the end of the number. They like what they see but warn the dancers that at $4.40 per seat the audience will demand real hoofing. As Mac takes names and addresses, pretty, young Peggy Sawyer bounds on stage. She has spent an hour getting up courage to try out and missed the whole audition. Billy, ever the wolf, introduces himself, tries to make a date, then gets her to sing for Andy. Peggy ties her good-luck scarf around her neck before she starts (Young and Healthy).
The girl is good, very good. But Andy, told Mr. Marsh just arrived, has no time for latecomers. As Peggy rushes out, she bumps into Julian.
Maggie finds Peggy's purse on the piano. Besides a four-leaf clover and a rabbit's foot, there's only 40 cents in it. She's sure the kid from Allentown will be back.
Meanwhile Bert and Maggie try to soft-soap Julian about the prospects for the show. He's not that sure, admitting Wall Street got him and he needs a hit badly. He has more qualms about the cast, especially Dorothy Brock, the leading lady. She's been over the hill for 10 years, but her sugar daddy, Abner Dillon, will invest $100,000, providing she stars.
When Dorothy and Abner arrive, she tells Julian how she has dreamed of working with the King of Broadway. She's very humble until he suggests she try out a number. Abner reminds him that Dorothy has already got the job and doesn't have to audition for anyone. If Julian insists, Dorothy lets it be known she'll quit and take Abner and his money away with her. Bert and Maggie calm her down, explaining they just want to be sure her song is in the right key so Julian can work his stage magic (Shadow Waltz).
Peggy comes back, searching for her purse. Maggie invites her to lunch with three of the chorus girls, Annie, Phyllis and Lorraine. The five start out, practicing a dance as they go. Annie is showing Peggy various steps when Julian walks in. Peggy, certain he's upset because she bumped him so hard earlier, won't face him.
At the Gypsy Tea Kettle the girls can't believe how naive Peggy is. They spell out the Broadway facts of life for her, and as they dance back toward the theater they advise her how to get a job in a chorus (Go Into Your Dance). It turns into an audition for Peggy when Andy comes by, but ends abruptly when Julian runs into them and orders the kids back into rehearsal. But he likes Peggy's talent and tells Andy they need an "extra" girl. She's hired on the spot and sent backstage.
Dorothy and Billy rehearse a love scene. Abner objects, saying he won't put up his good money to watch the lady he loves kissing an actor. The smooch is cut. Billy and Dorothy shake hands instead (You're Getting To Be a Habit With Me).
Peggy, still starved, faints and is carried to Miss Brock's dressing room. Pat Denning, Dorothy's former vaudeville partner and lover, is there and tries to make her comfortable. Dorothy surprises them and blows up, figuring he's two-timing her. Overhearing the argument and worrying about Abner's investment, Julian orders her to get rid of Pat. When she in turn tells him to mind his own business, he has a "hood" do him a favor - sending a couple of boys around to persuade Pat to get lost for a few weeks. Pat gets the "message" and leaves word for Dorothy that he's gone to Philadelphia.
The Atlantic City tryout is cancelled and Philadelphia substituted. The entire company takes off for the Arch Street Theatre (Getting Out of Town).
Scenery and costumes are late arriving, but the dress rehearsal begins anyway (Dames).
Julian is pleased, but Dorothy is unhappy about how little she has to do. He says that's how it's going to be and suggests the cast go out and relax. They throw a party and Peggy asks Julian if he's coming. Charmed by her, he decides that's a good idea. Dorothy is there, slightly loaded and, missing Pat, tells Abner where he can take his money. He's ready to close the show, but the kids talk him out of it. When Dorothy locates Pat, Julian calls that "hood" again. Remembering Pat's kindness, Peggy tries to warn him, infuriating Dorothy, who just won't understand.
It's a great opening for "Pretty Lady." In one production number four ragamuffins find a single dime in a subway grating. They're rich (We're In the Money).
Dorothy rushes on to lead the Act I finale. As the dancers come on stage, Peggy accidently knocks her down. Dorothy can't get up. Enraged, Julian has the curtain dropped, fires Peggy and informs the audience that the rest of the performance is cancelled.
Backstage, a doctor tells Julian that Dorothy has a broken ankle. Calling Dorothy a trouper, Maggie suggests an Ace bandage will cure it. But Julian says forget it - "Pretty Lady" will close for good. The cast hears the bad news while they are at their dressing tables (Sunny Side To Every Situation). Annie wonders why the panic - all that's needed is a replacement, and she's sure Peggy would be great. The kids agree and rush to the stage to convince Julian. He buys the idea but learns Peggy has already left. It's up to him to get her back. He races to the station, hoping to catch her. She's still there, waiting for the Allentown train, convinced show business isn't for her. Julian pleads that only she can save them all. Soon the entire company shows up, and they talk her into staying on (Lullaby of Broadway).
Back in New York, at the 42nd Street Theatre. "Pretty Lady" must open in exactly 36 hours. All Peggy has to learn: 25 pages, six songs and 10 dance routines. The rehearsals are frantic. Peggy is overwhelmed, discouraged, too bone-weary to care. Julian keeps her at it, pushing, pushing, pushing.
It's "half hour" to curtain when Dorothy, leg in cast, is wheeled into Peggy's dressing room. She confesses she finally realized that Pat was all she ever wanted and that they have married. She wishes Peggy all the best and even coaches her on how to handle and audience (About a Quarter To Nine).
Suddenly it's 8:40, time for "Places, please!" And so the Broadway curtain comes up on "Pretty Lady" (Shuffle Off To Buffalo).
Peggy, totally drained, tells Julian she can't continue, can't remember another lyric. He pushes just once more, stressing how great she will be. Grabbing her lucky scarf, he orders her to go (42nd Street).
The show is a smash. Miss Peggy Sawyer is an overnight sensation - a star. Still, it doesn't go to her head. When invited to a society celebration at the Ritz and to a cast party at Lorraine's, Peggy opts for the kids' gathering. And tells Julian how swell it would be if he came too. She leaves, and the director, back on top, sings of the glory of 42nd Street (Finale: 42nd Street (Reprise).
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