Act I

Fabulous! opens in a seedy Parisian drag revue during the last days of Broadway's Golden Age. Two gay female impersonators, Jane Mann and Laura Lee Handle, are down on their luck. Backing up Sue Flay, the worst Drag Diva in France, proved a complete disaster (“Sue Flay's Grand Entrance”). Now jobless and homeless, they accept an offer to headline as showgirls on a cruise ship, the Queen Ethel May! The catch? Keeping their male identities a secret (“The Act of a Lifetime”). The ship's crew, “the boys,” eagerly welcome everyone aboard (“On the Good Ship Ethel May”). Brute-of-a-woman Cruise Director Sylvia Smothers confides with Stewey, the ship's Steward, about her absurd plans for stardom via Hollywood actor Rock Henderson, who is secretly onboard. And in spite of ship owner Sir Alfred's infatuation with the vivacious showgirl Laura Lee, this new showgirl act will not stop Sylvia's Hollywood plans. Laura Lee's zest for life and love is not contagious however, as Jane continues to shun romance (“Who Knows”). Meanwhile, sibling gangsters Harry and Betty Babcock, “cleverly” disguised as Doctor Harry and Nurse Betty, have followed Jane and Laura Lee onto the ship in pursuit of Sue Flay's diamond necklace (“Crime of Our Lifetime”). While Laura Lee inspires confidence with the boys as backup dancers (“Be a Superstar”), Jane explores the costume closet. Accidentally locked in the closet with Rock Henderson, Jane is knocked unconscious. Jolted a bit, Rock sings of his supposedly heterosexual attraction to Jane (“I'm Falling for a Girl”). After regaining consciousness, Jane's sudden amnesia blossoms into an alter-ego'd attraction to Rock— but Jane also wonders: “Why am I wearing a dress?” With their secret male identities at risk, Laura Lee insists on a visit to Doctor Harry (“Doin’ The Humpa Daisy”). Another whack to the head and Jane's amnesia is cured, but his frustration with the double masquerade of drag queen life and closeted gay romance is now too much to take (“Just Me”). He disappears just as the showgirl duo's act is about to begin, throwing Laura Lee and Rock into a panic! Wearing the diamond necklace, Laura Lee and the boys perform (“A Princeless Princess”) as all others simultaneously crowd the stage: Sir Alfred tries to propose marriage to Laura Lee; Betty tries to kiss Rock; Sylvia tries to impress Rock with her (“Koochee Koochee Koo”) dance; Rock tries to find Jane; Betty tries to shoot-to-kill Laura Lee for the necklace. Finally Jane, dressed as a man, appears onstage and struggles with Betty for the gun. Laura Lee is stunned at the sight of the male Jane as the final gunshot fires.

Act II

The boys are all aglow with success (“Fabulous!”), oblivious to the closing gunshot chaos of Act I. Jane, still dressed as a man, juggles Rock's newly peaked and gender-bendered interests, while Laura Lee ineptly attempts to smooth things over (“Another Fine Mess”). Meanwhile, Sylvia can no longer deny her attraction to Laura Lee (“I Feel Romantic... in a Lesbian Kind of Way”), Betty wastes no time in seducing a reluctant Sir Alfred (“I'm So Good... But Oh So Bad”), and Rock finally solves the puzzle of Jane's double-gendered identity (“Something More”). An enraged Betty rounds up everyone at gunpoint, demanding the diamond necklace. Wigs fly, identities are revealed, and chaos bursts on The Queen Ethel May! A mortified Sir Alfred longs for the golden good old days (“Take Me Back”), and Jane and Laura Lee defend each other to the death (“You Can Always Call Me Friend”). But Sue Flay returns to save the day revealed as "FBI agent" Rock! Surprises galore, lovers united, and The Queen Ethel May becomes the first cruise ship for people who are, well... Fabulous!