The curtains open up on stunt pilot Bill Kelly lying face down on the 1933 Atlantic City shore, his flight jacket torn. He manages to stand up, looking at a raffle ticket he holds in his hand and then to the sky, and exclaims, "Alright! I understand! I've got three weeks! Three weeks!" before hurrying off.
Aging celebrity Rita Racine, once famously known as 'Lindy's Lovebird' for being the first woman to kiss Lindbergh when he arrived home from France, comes on the stage and waits for her partner so she can enter the dance marathon on the Steel Pier. Bill appears and watches her for a moment, but as soon as she drops her suitcase, he hurries down to help her pick up her things and seizes the moment to talk with her. He asks if she has a partener yet and reluctantly walks away when she says she does. Alone, Rita rejoices the fact that this will be her last marathon and she will finally be able to return home ("Willing to Ride"). After her song, Rita sees that the rest of the contestants are making their way into the ballroom and follows them inside with hopes of finding her partner there.
Inside, emcee Mick Hamilton gets the marathon underway ("Everybody Dance"). The rules: contestants must dance for forty-five minutes every hour, followed by a fiteen minute break; if they fall, collapse, or for any reason are stop dancing, they will be disqualified. Realizing at the last minute that her partner is a no-show, Rita is forced to accept Bill's offer and quickly discovers he has two left feet. He tells Rita about his daredevil stunts at the Trenton Air Show where he crashed his plane but bought the winning raffle ticket for a kiss and a dance from 'Lindy's Lovebird.' In song, he tells her how this is his "Second Chance."
During the first fifteen minute break, other partners introduce themselves: Shelby Stevens, a former cook in a lumber camp who knows how to get around, and harmonica virtuoso Luke Adams; struggling young newlyweds from Utah, Precious and Happy McGuire; Olympic wrestler Johnny Adel and one-time socialite Dora Foster; and vaudeville brother-and-sister team Bette and Buddy Becker. While the contestants meet one another, Rita sneaks off to Mick, where it is revealed that he and she are secretly married. Their scheme: Mick makes sure she wins, they take the prize money, and move on to the next town. Mick promises her that this marathon will be the last, but as she leaves to get ready for the next hour, he confides in his sidekick, Mr. Walker, that this, too, is a trick and there are many more marathons ahead ("A Powerful Thing").
As time passes, the contestants begin dropping off from exhaustion. Mick tires to bring publicity to the marathon, first showcasing Rita's fame ("Dance With Me/The Last Girl"), then Shelby's vocal talents ("Everybody's Girl"), and finally decides upon trumping up the romance between Bill and Rita and plans a pretend dance floor wedding, insisting that Rita tell Bill in spite of her msigivings. After the "Two Step," Rita goes to tell Bill the plan and finds him on the boardwalk. After joking about Bill's inabilty to swim ("Wet"), Rita kisses Bill and quickly retreats, realizing that she's falling for him.
Remembering that she didn't get the chance tell Bill of Mick's plan, Rita gets frightened as Mick brings Bill up on stage to make the announcement himself on the nightly radio broadcast, but Bill proposes anyway, unprompted by either. In celebration, Mick has Rita sing her signature tune ("Lovebird") as the scene flashes back to her act at the Trenton Air Show where Bill first saw her. The scene shifts back to the Steel Pier where, in order to knock out some of the competition, Mick announces that it's time to run "The Sprints." Rita falls, but Bill somehow manages to stop and rewind time so that she won't be disqualified before his 'time is up.' On her second chance, she doesn't fall and the marathon continues.
As the publicity stunt wedding approaches, Rita is drawn even closer to Bill. During a fifteen-minute nap, she dreams of him taking her on an unworldly airplane ride ("Leave the World Behind"). Once she wakes, it is discovered that Happy has dropped out of the contest, tired of the marathon lifestyle and hoping to go back to Utah with Precious. Precious, however, has other grander plans for herself and switches partners to remain in the contest in hopes that she will have a chance for some limelight. Shelby, although much older than Happy, realizes that she's fallen in love with him and offers to go home with him in Precious' place ("Somebody Older"), but he declines, knowing that it would never work.
On the night of the phoney wedding night, Mick takes Rita up to the roof to show her the lines of people flocking to buy tickets. Suspecting her growing feeling for Bill, Mick insists that she get him to drop out as soon as the wedding's over, and leaves. As Rita consoles herself that this marathon-business will all be over shortly, Precious comes looking for Mick and confesses to Rita that she had had an affair with him in hopes of having some showcase time in the marathon. Rita's world is quickly falling apart ("Running in Place").
At the circus-like, celophane-themed wedding, Mick features Precious in the ceremony as the personification of Fralinger's Salt Water Taffy in return for her personal favors ("Two Little Words"). For the titilation of the crowd, Rita and Bill are given their fifteen-minute break in a honeymoon tent on the dance floor, one Rita knows can be ripped away at any moment. When she wishes that she and Bill could just escape, Bill offers to take her away in his plane, telling her that anything can happen if you believe in your dreams ("First You Dream"). But as he explains to Rita that his three weeks are finally up, the tent is ripped away and the hurt and confused Rita runs from the dance floor, leaving an even more hurt Bill.
Mick tries to force Rita back on to the dance floor to finish the marathon with another partner, but she is determined to go home. Mick informs her that he sold the house a long time ago. As she packs to leave, Mick furiously reminds her of everything he has done for her ("Steel Pier"). He grabs the Air Show raffle ticket Bill had given her out of her hand and wonders why she would still be thinking about how her act at Trenton had failed after some 'hot-dog pilot' got himself killed in a crash. Suddenly everything comes clear to Rita as she realizes that she had been dancing and falling in love with a man who was only with her on three weeks of borrowed time. As she realizes what a loveless trap her life with Mick has been, the world around her fades away and Bill appears ("Steel Pier (reprise)"). He says he's just a guy who wanted a second chance, but he could no longer stay - he only had three weeks, but she has a lifetime. He askes her at last for the dance he won in the raffle, and once the transient moment ends, he urges to take a chance on life ("Final Dance"). Exhausted, Rita picks up her suitcase and, with a triumphant sense of hope and determination, leaves the marathon behind forever.
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