Babes in Arms Synopsis

Original 1937 Production

At an actors’ colony in Seaport, Long Island during the Great Depression, two married couples hurriedly complete their packing for a five-month vaudeville tour. Promising to send money, they say goodbye to their sons, Val LaMar and Marshall Blackstone, who are left alone with a mere $1.65 between them.

Billie Smith, fresh from the road, approaches Val for a dollar; she’s come all the way from California after realizing she’s not much of an actress. Val can’t spare a dollar, but he does offer her a place to stay. When they happen upon a conversation about love, they admit they feel, somehow, that they’ve met before (“Where or When”).

Marshall returns with the Sheriff, who says that the teens must work on a farm while their parents are away. Convinced it could be best for them, Marshall initially accepts the fate of living and working on a farm alongside all the neighborhood girls. Instead, with a little encouragement from Billie, Val convinces Marshall to live independently. Together, they organize their friends to prove they can take care of themselves (“Babes in Arms”).

At the Oscar W. Hemmingway post of the American Legion, Marshall leads the scuffling group of teens in a meeting where Val assumes the position as Chairman. The raucous discussion reveals differing opinions; Dolores, the Sheriff’s daughter, knows her father wants to put them all to work so they don’t turn violent; Lee, a rich Southern Colonel’s son, thinks those with the most money should have the most power; Peter thinks there should be no money and all properties should be shared; Gus believes in the governing power of force. All of this leads Val to a central question: “What sort of government should we have?” As contention begins to escalate, Billie moves to end the meeting for further consideration.

As they disperse, Gus tries to walk Dolores home, but she declines his offer and makes it clear that what they had is over; she’s with Marshall now. Gus finds that hard to accept (“I Wish I Were In Love Again”). At the end of their dance, Marshall walks in on Gus and Dolores sharing a “reminiscing” kiss. He’s furious and ends things with Dolores on the spot. Gus defends her as a “free human being” and when Val steps in to interfere, Peter, arguing they should be let alone, hits Val. The confrontation turns into a brawl when suddenly the Sheriff arrives. Inventively defending the situation, Val tells the Sheriff that they’re not fighting, they’re just rehearsing for a show so they can earn money on their own. Billie successfully appeals to the Sheriff with a speech about the local hero Oscar W. Hemmingway, and Val says that the show will be funded by Lee Calhoun. Skeptically, the Sheriff gives them one week to make a fortune by putting on the best show Long Island has ever seen (“Babes in Arms” Reprise).

At the clubhouse, Ivor DeQuincy, a young Black dancer who performs with his older brother Irving, is shooting craps with his friend Beauregard, the white younger brother of the disagreeable Lee Calhoun. Val stumbles upon them and they explain that Lee doesn’t appreciate their mixed-race friendship. Val reminds the younger siblings that they need to rehearse to avoid being taken to the work farm. When the Sheriff and Lee arrive to investigate an incident involving a stolen chicken, Beauregard defends his friend. The boys disperse, leaving Ivor and Irving to rehearse their big number (“Light on Our Feet”).

In the living room of the Calhoun mansion, Lee roughly scolds his younger brother Beauregard for associating with the DeQuincy brothers, citing Robert E. Lee and their Southern heritage. Beauregard stands up to his brother, saying he doesn’t feel as “Southern” as Lee apparently does. Marshall, Val and Billie arrive to discuss business and Lee’s investment in their show; their grand total budget is $42.76. Before looking over the budget, they agree to perform the show in the Calhoun family barn and title the show “Lee Calhoun’s Follies.” The three show leaders leave, but Lee requests to speak with Billie alone. He wants to know if he’ll see more of her, were he to invest in the show. She plays into his flirtations, but departs before he makes any advances, accidentally leaving her purse behind. Lee notices the purse and puts a smear of her lipstick on his cheek, and Val mistakes the lipstick stain for something that may have happened between the two of them. When Val brings it up, Lee accuses him of jealousy, and Val leaves in a fury.

Baby Rose, a former famous child star who is now sixteen, has arrived in town and the kids try to persuade her to join the show. As a 49-percent owner of the show, Lee declares that he’ll pull his funding if the DeQuincy brothers’ dancing act remains. When Baby Rose arrives, Lee asks if she missed California, but Baby Rose explains that she found everything she needed in New York City (“Way Out West”).

Back at the LaMar house, Val is disappointed in Billie for lying about not kissing Lee. But when she notices her purse is missing, Billie realizes Lee put it on himself, much to Val’s relief. As they go over the program, Billie tells Val that Lee refuses to allow the DeQuincy brothers to perform in the show. She defends keeping them out of the show if it means that no one has to go to the work farm. Disappointed, Val calls Billie an opportunist, saying the show is something pure and true that he doesn’t want to be corrupted. He leaves disheartened, and Billie contemplates their relationship (“My Funny Valentine”).

The show is now under way and Baby Rose tells Beauregard a comical story about a novice opera singer (“Johnny One-Note”). Backstage, Val feels the show needs a “punch”; he desperately wants to let Ivor and Irving to go on, despite Lee’s warnings. Lee comes in and doubles down, asserting that he won’t have two Black dancers in his show. In defense of the DeQuincy brothers, Val socks Lee in the face, and the two brothers go out onstage. They’re a huge hit, and the whole cast triumphantly holds a sign reading “Lee Calhoun’s Follies.” As the Sheriff enters, Lee rips the banner out of their hands.


The gang is coming back home from the farm fields, exhausted from a day’s work (“Imagine”). Val is admittedly regretful now that everyone is stuck working all day at the very farm he was trying to avoid in the first place. Though unlucky, he’s at least grateful for Billie. In a cheery letter, his parents say their show is only losing very little money, leaving Val to be the pragmatist while his parents wait for their big break (“All at Once”).

The Sheriff announces the kids will get a respite from their work to watch the great French aviator, Rene Flambeau, finish his record-breaking flight from Paris to Newark. Peter shows up to say goodbye now that he’s won $500 in a horseracing bet, clarifying that he is a communist no more! He wants to travel to New York or Europe (“Imagine” Reprise 1). Continuing his fantasy, Peter takes his journey (“Peter’s Journey Ballet”). Determined to make his way in the world, Peter leaves the kids, promising to double or even triple his new earnings on his own (“Imagine” Reprise 2).

At the LaMar’s field, the kids all have a party, and the Sheriff points out the plane making its way over Long Island. Billie tells Val she’s going to leave the farm that night, without a plan of where to go next. At the end of the day, she’d prefer to be free on the road rather than stuck working on the farm (“The Lady Is a Tramp”).

Peter returns, broke, and sees his errors in not helping his friends put on a show with his winnings; he tells them they’re welcome to any future earnings he may receive. Dolores tells Gus she doesn’t want to leave him working on the farm, so she’s coming to join them. Gus is so happy that he’s almost mad at her for leading him along (“You Are So Fair”).

Through the Sheriff’s radio, everyone hears that Rene’s plane is almost out of gas. Due to low clouds, he needs to land immediately in Long Island, which he does quite suddenly, right there in Val LaMar’s home field. When Rene passes out from exhaustion, Val decides his good fortune has fallen from the sky. He instructs the kids to undress Rene and tie him up in the basement. When the radio truck arrives looking for Rene, Val dons Rene’s clothes and fakes a French accent, impersonating the pilot. On the radio, as Rene, Val thanks the good and talented people of Seaport, Long Island.

While the commotion almost becomes too much, Billie and Marshall consider the potential consequences for impersonating a hero like Rene. Billie thinks she’ll just go back on the road (“The Lady Is a Tramp” Reprise). The real Rene awakens and returns. Val almost gets away with his scheme, until Lee points out that Rene was asleep when he was allegedly making a speech about Seaport’s talented kids.

At the American Legion, Lee, the Sheriff and the Mayor all stand on stage to present Rene a check for his accomplishment. Rene asks who it was that could have given a speech as him, and just as Lee is about to oust Val, Billie bursts in and, in the name of appreciation, pushes Irving and Ivor out onto the floor to perform a rousing tap routine (“Specialty #1: Light on Our Feet”). Not letting any air between acts, she pushes Gus and Dolores up to perform their dancing act as well (“Specialty #2: Imagine”). Finally, she presents herself and Val, who also perform a dance routine (“Specialty #3: The Lady is a Tramp”). Rene is so impressed that he decides he must have made that speech himself. He regards this glorious field he landed on as historic, making Val’s property worth millions. Enthusiastically, Rene tells Lee to give his prize money to these wonderful children so they might put on their shows for the world to see (“Finale Ultimo”).