The story starts in Seattle with stage mother, Rose, pushing her two daughters into Uncle Jocko's Kiddie Show. June, her mother feels, is the most likely to become a star. Louise is plainer and quieter; she stands meekly in her sister's shadow. A new act called 'Baby June and her Newsboys' is conceived by Rose, and the family is off to the 'big time' in Los Angeles. The act steeped in star spangled banners, dancing horses (Louise plays the rear end), and screaming newsboys moves to Dallas, Akron, New York, Buffalo and Omaha. Along the way Rose meets Herbie, a theatrical agent, and hires him as manager. He makes himself father to the troupe, sharing with them their meals of chow mein, Rose's favorite food. Rose scrimps as she schemes and scrambles for bookings and billings to maintain their hand to mouth existence. She sleeps her charges six in a dingy hotel room and makes their costumes from hotel blankets. Her object is to make her two penniless girls into world stars. The girls begin to grow up and the act becomes 'Dainty June and her Newsboys.' Unfortunately its quality does not improve. Bookings are cancelled and the act moves on.
Louise wishes that Momma would marry a plain man so they could settle down. Herbie proposes but is rejected. June elopes with Tulsa, one of the boys in the act. Rose sets out to make Louise into the star. She bursts into new enthusiasm with the rousing number Everything's Coming Up Roses. Behind Rose lies a worrying sense of doom; a feeling that she never will fulfill her dream of stardom for her girls because it is really a dream of stardom for herself.
Finally the troupe reaches the bottom, a burlesque house in Wichita. Rose laments that she would rather starve than perform there. Louise realizes there is no vaudeville left except for burlesque. Here the clumsy Louise shoots into stardom by becoming something different: a ladylike stripper. Three strippers dressed respectively in a ballet costume, a trumpet and well placed electric light bulbs are used in a most exaggerated, but very funny number, You Gotta Get a Gimmick, to indicate the difference between the usual brassy stripper and the very elegant Louise. At last Louise breaks away from her mother and goes out on her own as Gypsy Rose Lee.
Rose bursts into the plaintive Rose's Turn in which she sings of her suppressed talents that she has sacrificed to further the careers of her unappreciative daughters.