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In 1971, on the soon-to-be-demolished stage of the Weismann Theatre, a reunion is being held to honor the Weismann's Follies shows past and the beautiful chorus girls who performed there every year between the two world wars. The once resplendent theater is now little but planks and scaffolding ("Prologue"/"Overture"). As the ghosts of the young showgirls slowly drift through the theater, a majordomo enters with his entourage of waiters and waitresses. They pass through the spectral showgirls without seeing them. Sally Durant Plummer, "blond, petite, sweet-faced" and at 49 "still remarkably like the girl she was thirty years ago", a former Weismann girl, is the first guest to arrive, and her ghostly youthful counterpart moves towards her. Phyllis Rogers Stone, a stylish and elegant woman, Sally, Phyllis, Ben, and Buddy show their "real and emotional lives" in "a sort of group nervous breakdown". What follows is a series of musical numbers performed by the principal characters, each exploring their biggest desires. The two younger couples sing in a counterpoint of their hopes for the future ("You're Gonna Love Tomorrow/Love Will See Us Through"). Buddy then appears, dressed in "plaid baggy pants, garish jacket, and a shiny derby hat", and performs a high-energy vaudeville routine depicting how he is caught between his love for Sally and Margie's love for him ("The God-Why-Don't-You-Love-Me Blues"). Sally appears next, dressed as a torch singer, singing of her passion for Ben from the past – and her obsession with him now ("Losing My Mind"). In a jazzy dance number, accompanied by a squadron of chorus boys, Phyllis reflects on the two sides of her personality, one naive and passionate and the other jaded and sophisticated and her desire to combine them ("The Story of Lucy and Jessie"). Resplendent in top hat and tails, Ben begins to offer his devil-may-care philosophy ("Live, Laugh, Love"), but stumbles and anxiously calls to the conductor for the lyrics, as he frantically tries to keep going. Ben becomes frenzied, while the dancing ensemble continues as if nothing was wrong. Amidst a deafening discord, Ben screams at all the figures from his past and collapses as he cries out for Phyllis. "Loveland" has dissolved back into the reality of the crumbling and half-demolished theater; dawn is approaching. Ben admits to Phyllis his admiration for her, and Phyllis shushes him and helps Ben regain his dignity before they leave. After exiting, Buddy escorts the emotionally devastated Sally back to their hotel with the promise to work things out later. Their ghostly younger selves appear, watching them go. The younger Ben and Buddy softly call to their "girls upstairs", and the Follies end.
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