ACT I

She is no longer the conservatively dressed and prim editor but a radiant beauty to whom all pay homage. The scene melts away, and Dr. Brooks points out that in this dream Liza sees herself as a glamorous woman, unlike her appearance in real life. Another contradiction is that while Liza tells other women how to be beautiful in her magazine, she herself does not take advantage of this advice.

Back in Liza's office, a screen star, Randy Curtis, has come to be photographed for the magazine. After he leaves, Kendall Nesbitt, publisher of Allure and Liza's lover, arrives to inform her that his wife has finally agreed to divorce him and that they will soon be free to marry. This news does not have the expected exhilarating effect on Liza. On the contrary, she feels depressed and faint. Dismissing Kendall abruptly, she locks the door and falls wearily on a couch. Suddenly she begins to hum the child's tune, and drifts into another dream.

In the dream which starts in her girlhood, she is going to marry Kendall Nesbitt, but Randy Curtis intervenes with a passionate declaration of love. In her indecision, she recalls a school play and suddenly the wedding ceremony degenerates into a nightmare.

At her next session with Dr. Brooks, Liza reveals that her preference for simple clothes dates from early childhood. She says she has a dinner date with Randy which she intends to break. Dr. Brooks points out that her fetish for plainness is a refusal to compete with other women, and that her dread of marriage comes from the fear of having Kendall all to herself. These revelations so anger Liza hat she rushes impetuously out of the office. The next morning Liza comes late to her office, where a new issue of Allure is going to press. When Kendall enters, she tells him she does not want to marry him. She is also abrupt with her advertising manager, Charley Johnson, who, because Liza is "married to her desk", has no chance for advancement and is leaving. Randy comes to take her to dinner. She had forgotten she had made this date, but decides to dress elegantly for the first time and join Randy for a night on the town.

ACT II

Liza is in her office the following afternoon, where she cannot decide whether the cover design for the next issue will be a standard Easter cover or a circus scene. Magically the circus scene comes to life, with Russell Paxton, the photographer of Allure, as the ringmaster. The main event is a trial in which Liza is tried for her inability to make up her mind. Kendall Nesbitt gives evidence, there is an irrelevant but hilarious interruption and finally Liza tries to defend herself, but in vain.

That evening, Liza returns to Dr. Brooks and tells him that she has experienced once again the hurt and humiliation of her childhood. As she talks, Liza is carried back to the times when she was made to feel unattractive by her father, then scorned by her "prince" in a school play, and finally abandoned by her beau at the high school prom. Dr. Brooks emphasises that Liza, having lost a succession of boyfriends, sought refuge in being plain; that as a woman she has been denying herself this form of feminine identity. The lifting of the mental block brings release and she sings for the first time in its entirety the haunting song she has been trying to remember.

One week later at the office, Liza is in better spirits than she has been in months, and Randy urges her to marry him. She has the strength he needs, he confesses, since he himself is actually weak. Liza asks for time to think this proposal over, when Charley enters to say goodbye. For the first time Liza recognises a salient truth that has so long been eluding her: it is Charley that she loves. She asks him to stay and share the stewardship of the magazine.