Act I

Early in the morning on June 30, 1933, the darkened studios of Marshall Pictures suddenly burst to life as the large studio doors open and a raft of crew and cast members begins to pour into the area. They are led by Kitty Prince, assistant to the studio’s tyrannical owner, Roger Marshall. The first wave includes technicians and designers, followed by a ragtag bunch of singers whose appearance and demeanor have prevented them from ever being able to grace the silver screen. The next group is a stunning parade of former silent film actors who posture and preen as they begin to take their positions. This flurry of activity suddenly comes to a grinding halt as Roger Marshall enters. They all stand motionless until he blows a whistle and everyone races into place. They all freeze as a lone woman enters and begins to survey the scene. She is Rita James, a Hollywood columnist who has come to write an expose on Roger and his studio. She presents the exposition to the audience (“1933”/“Studio Story”) telling them how Roger Marshall has found success in hiring silent screen actors who couldn’t make the transition to “talkies” because of their horrendous voices, and dubbing their dialogue and singing with a handful of vocalists blessed with beautiful vocal skills but cursed with faces and bodies that prevent them from being desirable for the screen. She introduces them by groups after which Roger drills everyone on his “Rules of Order” which include never calling him “Rodge” and never calling “Cut” during filming.

Roger and Rita greet each other with frosty cordiality as Roger fends off various attempts by the studio personnel to get his attention. Rita grills Roger about his exploitation of his actors and singers with measly salaries and brutal working conditions. He tries to deflect her inquiries by drawing her attention to the project of the day: filming Gilbert & Sullivan’s “The Pirates of Penzance.” He is interrupted by one of his ex-wives, Gloria Le Duc, who will be portraying Ruth in the film. She is furious about a costuming issue and, after a round of bickering, storms off. We also meet Roger’s own mousey daughter, Constance, who will be providing the voice of Mabel, the female ingenue in the film. As Phil, the harried musical director of the film, begs Roger for more time to complete his score, Rita disappears into the shadows of the studio. Phil accidentally slips and calls Roger “Rodge” and is promptly fired. Roger bellows at everyone to return to work and exits toward his office area. Constance locates her milquetoast fiancé, Daniel, who provides the voice of the male ingenue, Frederic. They are excited because this is to be Daniel’s last day of his five-year contract before he heads off to a recording career. She asks if Daniel has spoken to her father yet, but Daniel is fearful and intimidated. They sing to each other about how they have to downplay their relationship during filming (“Sweet and Low”), and Daniel reluctantly agrees to talk to Roger.

When he finds him, Roger is already upset by Rita’s efforts to undermine him. As Daniel attempts to thank him, Roger produces Daniel’s contract and shows him that the fine print binds him to five years of 365 days of 24 hours each for a total of 43,824 hours of which Daniel has worked off a mere 7,206. Daniel, stunned and outraged, threatens to walk out, burn down the studio, or ruin the picture, but Roger uses his relationship with Constance to blackmail him into submission. Daniel reluctantly returns to the sound booth where Constance and the other vocalists are waiting. Realizing that Daniel and Roger have had a spat, Constance leaves to go comfort her father. Rita reappears and slips into the sound booth to try to get some dirt on Roger. The vocalists are reluctant but eventually begin to spill all of their complaints and lost dreams (“Ridiculous”). Rita assures them that she will do everything she can to help them out of their predicament.

Roger then assembles everyone to begin filming. He reminds them that their goal is to capture their brilliance in one perfect take. He also warns them that he is the only person who is allowed to call “Cut!” on the set and calls them to places. As the filming begins on the deck of a pirate ship, the skeleton crew races from task to task as the visual actors begin portraying the action as the vocalists provide their voices in perfect synchronization. They begin to enact the story of “The Pirates of Penzance” (“Pour, Oh, Pour the Pirate Sherry”), telling of how Frederic will be out of his indentures to the pirate band today. Frederic’s nursemaid, Ruth, then explains how it was her fault that he was apprenticed to them in the first place (“When Frederic Was a Little Lad”). Ruth, portrayed by Gloria (who is the only actor besides Roger who is allowed to speak and sing for themselves in the film), is dutifully followed around the set with a boom microphone by Louie, the sound and lighting technician. Frederic is conflicted because he has been true to them his entire life but, once freed, will feel it his duty to exterminate the pirates. Frederic is reassured by the Pirate King reminding him that he should “always act in accordance with the dictates of your conscience, my boy, and chance the consequences.” As this phrase is spoken, Daniel is isolated in light in the sound booth, and we see the wheels in his head begin to turn as he takes inspiration from this charge. As Frederic and Ruth bid the pirate band farewell, Frederic encourages them to join them, but the Pirate King responds that piracy is their destiny (“Pirate King”). At some point during the filming, Roger slips away from his director’s chair and is replaced by a dummy so that he can go into his office and get into makeup and costume to portray Major-General Stanley in the picture.

The set changes, and the action moves to a rocky shoreline on the British coast. Frederic, having never seen any other woman in his life, asks Ruth if she is beautiful compared to other women. As she tries to reassure him, the voices of young girls are heard singing in the distance. Frederic, seeing their beauty from afar, confronts Ruth about her deception (“Oh, False One, You Have Deceived Me”). Despite her protestations, he casts her out and conceals himself in a nearby cave. The group of young women enter for a frolic on the beach (“Climbing Over Rocky Mountain”). During the song, we see Daniel slip out of the sound booth, disappear behind the set, and shanghai the actor playing the visual Frederic. As the girls prepare to remove their shoes and stockings to play in the water, Daniel emerges from the cave dressed in various items stolen from the visual Frederic (“Stop, Ladies, Pray!”). The visual actors, technicians, and vocalists are all horrified to see what has happened but soldier on bravely since Roger isn’t there to call “Cut!” Daniel, being only vaguely familiar with the blocking and business, creates unintentional havoc at every turn. The visual actors try in vain to take him through the staging (“Oh, Is There Not One Maiden Breast”) but eventually become combative. As the actor playing Mabel enters and sees Daniel, she faints and has to be carried puppet-like through the first portion of her song (“Poor Wandering One”).

The action shifts to Roger’s office, where Rita is rifling through his desk. Roger enters with Kitty and Jack, the makeup man, to begin his transformation into Major-General Stanley. Rita presses him for information, but he defers to Kitty and Jack, who respond with rehearsed ambiguity. Gloria suddenly bursts in to try to tell Roger what’s going on. Before she can deliver her message, Roger stonewalls all of her attempts and insults her in front of Rita. Gloria, nonplussed, leaves but not without dropping a gossip bombshell in Rita’s lap.

Back on the set, Daniel is sparring with the visual Mabel, and soon the visual pirates enter to kidnap the young ladies (“Stay, We Must Not Lose Our Senses”). The women try to draw the men’s attention to Daniel because they are unaware of the substitution. When they realize what’s going on, the men try to flee, but the women hold them in place. As Roger emerges from his office and prepares for his entrance on camera, Mabel warns the pirates of the approach of the girls’ father, Major General-Stanley (“Hold, Monsters”). As Roger steps onto the set, he is so focused on the camera and his own performance that he is completely unaware of Daniel’s presence, despite the best efforts of the rest of the cast (“I Am the Very Model of a Modern Major-General”). Seeing Roger’s obliviousness, Daniel’s antics become bolder, and he eventually goes over to the sound booth to try to get the other vocalists to join him in the mutiny. Eventually, they all slip away with the exception of Constance who stays faithfully at her microphone. As the Major-General prepares to trick the pirates into letting his daughters go (“Act I Finale”), the other vocalists abduct the remaining visual actors one by one and drag them out of sight. They each return wearing some component of their victim’s costume and begin singing live on camera for the very first time. The song comes to a climax with Roger hogging the camera and all of the costumed vocalists crowded in behind him. He calls “Cut!” and the gasping crew members and Kitty point wordlessly at the crisis behind Roger. Before he can turn around, Daniel and the vocalists threateningly whisper “Rodge” and he spins around to see them waving at him with maniacal grins. He shrieks as the lights black out.

Act II

We discover Roger in his office frantically talking to the Los Angeles Police Department. As lights come up on the movie, set we see the vocalists in their pirate and daughter regalia running roughshod over the studio: riding the camera dollies, swinging on cables, etc. After a piece of equipment explodes, the visual Mabel, who has been held hostage, runs away screaming and is followed by Daniel and the vocalists. Roger tries to make it clear to the police that it is an emergency and that he is NOT casting any policemen at this time but genuinely needs their help. He hangs up and silently tries to emerge from his office. When he does so, Kitty calls out to him from where she is trapped atop a ladder, and the vocalists return, chasing him back into his office. They demand the key to his safe where their contracts are kept, but Roger escapes after throwing them a cufflink as a decoy. He runs to the sound booth and locks the door. He then tells them that if they really want the key, it’s hanging around Kitty’s neck, and they chase her out of sight. Alone in the sound booth, Roger hears muffled sounds coming from behind the curtain that hangs along its back wall. He yanks it down revealing Constance and the other visual actors, all bound and gagged in their underwear with the exception of Constance, who is fully clothed. After Roger frees them, they all exit the sound booth, and for the first time we hear why they failed in transitioning to sound films. Each has a wretched speaking voice and they bombard him with an assortment of dialects, speech impediments, and foreign languages. Roger attempts to rally them for support but is overwhelmed by the cacophony of their voices. He goes into his office and they follow him hoping to soothe his shattered nerves with a song (“Oh, Dry the Glistening Tear”). However, their singing is infinitely worse than their speaking and Roger flees to the sound booth where he locks himself in once again. As their song concludes, there is a knock at the studio door. Kitty opens it to admit the Los Angeles Police Department, who have arrived to save the day. It quickly becomes apparent that they have actually come hoping to be cast in a movie as they burst into song and dance and produce headshots from inside their uniforms (“Tarantara”). Roger angrily drives them into the depths of the studio to find the mutineers.

Daniel returns to an empty set, brandishing a sword and looking for Constance (“Where is My Constance Fair?”). He is met by Gloria and Sylvester, another singer who provides the voice of the Pirate King. They are eager to speak with him because they have found a loophole in their contracts which frees them from Roger’s “hourly” calculations (“A Paradox”). Although they are overjoyed by this prospect, Daniel informs them of an additional clause that allows Roger to renew their contracts indefinitely without their approval. Now infuriated, they prepare to find Roger and murder him (“Away! Away!”). As the three of them exit, Daniel lags behind and is discovered by Constance (“All is Prepared”). He sadly informs her of her father’s despicable treacheries, and she tries to assuage him (“Stay, Daniel, Stay!”). Unconvinced, Daniel slips away but returns because of his love for her. They reconcile, and he finally convinces her to join their cause and bring the visual actors over to their side. After a moment of hesitation (“By 1953 I Shall Be Free”), they pledge their mutual affection and fidelity (“Oh, Here is Love”). Daniels departs and Constance calls forth the LAPD instructing them to carry out their duties (“No, I am Brave”). She leaves, and the police confess their true desires to be working in the movies complete with tap dancing (“A Policeman’s Lot”). The mutineers are heard singing in the distance, and the police conceal themselves to lie in wait (“A Rollicking Band of Actors We”). The vocalists burst onto the stage ready to dispatch Roger once and for all (“With Cat-like Tread”). Rita appears with a boxful of weapons and joins their cause with everyone fully armed. Daniel spies an approaching beam from a flashlight, and the mutineers hide themselves in order to ambush Roger. Roger enters, flashlight in-hand, and uses himself to bait the trap for the apprehension of the rebels (“Act II Finale”). The visual actors enter with Constance and Kitty, just as the vocalists leap from their hiding places with a shout to capture Roger. The police then spring from their concealment to capture the vocalists. However, the vocalists and visual actors all turn on the police, and a wild melee ensues, during which Rita leaves the studio. As one faction tries to gain control of the other, Daniel and Constance obtain the key to the safe from Kitty and retrieve the contracts. At the conclusion of the chase, Roger and the police have all been captured, and the actors and singers claim victory. Roger then steps forth and calls them all to yield in the name of producer Samuel Goldwyn to which they all submit. Just as the police prepare to force everyone back into their filming positions, Rita returns bearing a newspaper hot off the press announcing the formation of the Screen Actors Guild. As a result, all current contracts are null and void. Freed from the confines of their obligations, Daniel and the others remand Roger to the police for his unscrupulous activities. He is placed in handcuffs and is forced to watch everyone tear their contracts into a flurry of confetti while serenading him with choruses of “Rodge” and a proclamation to let their “new stars shine!”