Based partly on the 1930s film and play of the same name, the musical is part operetta, part farce and part screwball comedy. The story involves the behind-the-scenes relationship between Lily, a temperamental actress and Oscar, a bankrupt theatre producer. On a luxury train traveling from Chicago to New York in the 1920s, Oscar tries to cajole the glamorous Hollywood star into playing the lead in his new, but not-yet-written drama, and perhaps to rekindle their romance.