PrologueAugust 25, 1944. The citizens of Paris sing about Marguerite, who was once a well-known lady of Parisian society ("Come One Come All") but who is now the lover of a German officer.
March 3, 1942. It is Marguerite’s 40th birthday and she is celebrating with her friends, who are living in blissful ignorance of the war ("Let the World Turn"). As dinner is served, Marguerite's former talent agent, Georges, brings a band in. The band consists of Armand, his sister Annette, her boyfriend Lucien and their friend Pierrot. Annette, Lucien and Pierrot are members of the resistance. Armand recalls seeing Marguerite sing years before, and being captivated. Marguerite is delighted to learn that they are a swing band and encourages everyone to leave the table and dance while Annette sings "Jazz Time". Marguerite becomes flirtatious with all of the men, which enrages her lover, Otto. Armand attempts to calm the situation by playing "China Doll," Marguerite's biggest hit, and Marguerite is persuaded to sing.
An air raid siren sounds and a distant explosion shakes the room. Everyone runs off to the shelter except for Marguerite. Armand is the last to leave and the two are left alone. Armand tells Marguerite that he knows that she only pretends to be happy, and Marguerite confesses that she does not love Otto. As they move towards each other, a bomb shatters the French windows and the electricity goes out. Marguerite and Armand share a passionate kiss as the all-clear siren sounds ("China Doll (Reprise)"). The guests return, shaken but unharmed. Armand leaves, and Marguerite promises to meet him the next day.
In her bedroom, Marguerite reflects on her feelings for Armand ("The Face I See"). Otto enters and tries to confess his love for her, but she changes the subject. Otto becomes enraged and reminds her that even if she doesn't love him, she is still his mistress.
The next day, the band members reflect on the changing state of Paris, while Armand sings of his new passion for Marguerite ("Time Was When"). A Nazi band is playing at the same bandstand and the crowd joins in ("The World Begins Today") Armand waits for Marguerite ("Waiting") but when she does arrive it is only to tell him that their relationship can never be.
Lucien and Annette are at home listening to coded radio messages when they hear that the French government will force Jews to wear an identifying mark. This worries Lucien as he is Jewish. Annette says she will speak to her resistance contact about leaving Paris. Pierrot arrives, carrying various food items that he had stolen from the party. When Pierrot leaves, he is stopped by the police. They discover the stolen food in his bag and send him away to a concentration camp.
Armand sings of his love for Marguerite ("Intoxication"). The song becomes a trio between Armand, Marguerite and Otto.
At the concentration camp, Pierrot is tortured ("Day by Day (Part One)"). He manages to buy his way out of trouble by giving the Nazis the name and address of a Jew – Lucien.
Annette goes to see Armand. She has train tickets and wants him to leave Paris with her. Lucien bursts in and explains the situation - he must leave Paris at once. While Armand packs his bags, Marguerite comes to his flat and they make love ("I Am Here").
That night, Annette and Lucien wait for Armand at the train station. Lucien leaves, but Annette stays behind, promising to join him later ("Take Good Care of Yourself").
Marguerite and Armand meet in a park, as the crowd sing of change ("Day by Day (Part Two)"). Otto calls upon Hermann, a fellow Nazi officer, to have Marguerite followed. Marguerite goes to see Armand ("Dreams Shining Dreams"). She tells him that she must leave early because Otto has invited guests. He becomes angry and throws her love letters all over his flat as she goes.
Annette meets her resistance contact, who gives her a briefcase full of documents and tells her to smuggle them out of Paris. He warns her that Armand is having an affair with a Nazi officer's lover, making him a danger to her and himself. This worries Annette ("Take Good Care of Yourself (Reprise)"). Annette goes to Armand's flat, arriving at the same time as Hermann, who captures her after finding incriminating documents in her bag.
Otto is sitting in a darkened room with Marguerite's love letters, singing about his feelings ("I Hate the Very Thought of Women"). When Marguerite arrives home, he confronts her with the letters. Hermann brings in Annette, who is covered in cuts and bruises. Otto promises to stop torturing Annette if Marguerite writes a letter to Armand saying that she will never see him again. Marguerite complies, hoping that Armand will understand ("The Letter"). Armand reads the letter and is distraught ("What’s Left of Love").
There is a big New Year's Eve party and the chanteuse sings ("Paris"). Marguerite accompanies Otto, against her will. Armand attends, disguising himself with a mask. As the fireworks ring in the new year, Armand shoots Otto dead. The crowd sing of change again ("Day by Day (Part Three)").
Without Otto to support her, Marguerite visits Georges and asks him to help her find work as a singer, but he refuses. He confesses that he had only pretended to be her friend so that he could mingle with the upper class. Distraught, Marguerite leaves ("How Did I Get to Where I Am?").
Paris is liberated ("Day by Day (Part Four)"), and the French turn on the Nazi sympathizers. They attack Marguerite in her home "(Come One Come All (Reprise)"). Armand, Annette, Lucien and Pierrot rush in and break up the mob. Armand sends Pierrot to find a doctor. He tells her that Annette explained the circumstances under which Marguerite wrote that the letter, and forgives her. They confess their love for each other, but it is too late, and Marguerite dies in Armand's arms ("Finale"). He picks her up and carries her off.