In a lab in Monterey, California, a marine biologist nicknamed Doc observes starfish samples under a microscope. When his friend Hazel wonders why he is so interested in these samples, Doc explains that understanding the diversity of life in our ecosystem helps us better understand ourselves (“All Kinds of People”). Millicent Henderson, a glamorous woman of wealth, appears from Doc’s bedroom, having just awakened.

Doc’s friend Mac arrives with Suzy, a scrappy girl of the road who’s just cut her hand breaking a store window to steal a donut. Though Doc isn’t a medical doctor, he is unbothered by his neighbors stopping by for medical assistance. He invites them to stay while he takes to the tide pools with Hazel. Doc, Hazel and Mac explain tide pools to Suzy (“The Tide Pool”). Doc grows angry with Suzy after she makes a slight at Millicent. They argue, and Suzy challenges him, asking what all his work is ultimately for. Just as he rushes out, she thanks him for taking care of her hand.

Mac tells Suzy that Doc doesn’t deserve to be hassled and encourages Suzy to relax after what must have been a long trip. Restlessly, she tells him all about her journey to Monterey (“Everybody’s Got A Home but Me”), revealing she is unsure where she’ll stay now. Suzy asks Mac if he lives in the area and he points out a warehouse in the distance; he and his eight friends who squat there call it The Palace Flophouse.

Another friend of Doc’s, Fauna, appears asking him try out some whiskey she’s considering for her business. She runs a brothel across the street called The Bear Flag Café. Jim, a police officer, comes in looking for the girl who broke a store window; he offers Suzy a dollar for a way out of town. With no other options, Suzy takes a job working for Fauna. As they leave, Fauna offers to buy Suzy some new clothes and a bite to eat.

A few weeks later, Mac tells Jim that ever since Suzy got Doc thinking about what he’s doing with his life, Doc’s been talking about wanting to write a research paper, but that will require the purchase of an expensive microscope. Home at The Palace Flophouse, Mac isn’t sure Doc actually knows how to write an academic paper. Ray arrives to try and convince his brother-in-law to come back home, and stuns the jobless flophouse dwellers by revealing he works a full-time job 52 weeks a year (“On A Lopsided Bus”).

The flophouse is connected to a store and is included on the store’s property deed. The flophouse men don’t know whether or not Joe, the store’s new owner, is aware he also owns the warehouse they (illegally) call home. Even if he hasn’t come to collect rent yet, he’s bound to realize come tax season that the warehouse is his.

Joe arrives at Fauna’s with a Mexican pal who plays trumpet and needs a job. Joe suggests he play for Fauna’s customers for tips, and she agrees to try him out. Before they leave, Joe mentions that Doc’s been helping him with income taxes. Fauna notes that Doc has been acting strange lately. Joe claims it’s due to a special woman, but Fauna disagrees (“Bum’s Opera”).

A few days later, Mac and Hazel try to find out if Joe is aware of his ownership of the flophouse. Mac reminds Joe that Doc always lends a generous hand to his neighbors; now that Doc is in need of funding for a microscope, the community should come together to help him. To move the conversation along, Joe pledges to give ten dollars if the hat is passed his way. Mac opportunistically suggests a plan that would incentivize a larger pool of support: a rigged raffle with the flophouse as an additional prize. (This way, the flophouse would be owned by Doc, who’d never force Mac or his gang out of their home.) Seemingly unaware the deed for the warehouse is in his possession, Joe likes the idea and offers to sell raffle tickets to his customers and friends.

While Doc is working, Suzy comes in with a cake sent from Fauna. He tells her about a “leprechaun” that got into his workstation and tidied up some things, leaving Irish stew slow cooking on the stove. Missing her flirtatious cue, Doc asks Suzy why Fauna would send a cake if she didn’t want anything in return, which upsets her. She storms out, leaving Doc to reflect alone in the lab (“The Man I Used to Be”).

Fauna arrives, confirming Doc was right: she does want something. Suzy has been less than helpful at the Café, and Fauna has a large party of important regulars on the books for tonight. It’ll be easier for Fauna without Suzy there making things more difficult. Doc agrees to keep Suzy company for the night. Fauna is grateful and looking forward to a lucrative Thursday night (“A Sweet Thursday”). At the Café, while the girls prepare for the big night, Mac delivers a note from Doc, inviting Suzy to an elegant dinner. Privately, Fauna gives Suzy a boost of confidence, reminding her to think before she speaks and to be herself (“Suzy is a Good Thing”). That evening, townspeople look on in disbelief as Doc, uncharacteristically wearing a necktie, meets Suzy for dinner. At the table, Suzy tries to think before she speaks, but she continues to stumble. Nonetheless, Doc is helplessly charmed by her (“All At Once You Love Her”).