Act One

It is winter, and the sun is setting on the deserted streets of an industrial city. The narrator, Potemkin, addresses the audience, explaining that ancient people feared that, when the sun set, it may never return. He compares us to those people and says that we must embrace and celebrate today. During his introduction, a group of Revelers in grotesque masks enters and plays unusual musical instruments in an atmosphere of firelight, which lends to an air of ritual in the proceedings ("Celebration").

Potemkin invites the audience to imagine a cold winter night in the City. It's New Year's Eve. A young Orphan steps forward and introduces himself with a simple, but upbeat prayer that expresses his hope to survive the cold and the cold-heartedness of the world around him ("Orphan In The Storm"). The Revelers taunt and tease him.

Potemkin, now in the guise of a tramp, approaches and befriends Orphan, who relates his tale of woe. He is from a commune called The Garden, which has been purchased by Mr. Rich, who will turn it into a landfill. However, Orphan has a legal document that would give him and the Flower People claim to their land, and he intends to go to Mr. Rich's fancy New Year's Eve party and get him to sign the document. Potemkin offers to be Orphan's guide in the world of the wealthy. He will show him the ropes; he has a lot of experience making it through the world, getting by through any means necessary. The Revelers join in with the impersonatiions of wealthy socialites adorned with jewels, demonstrating how to achieve success by deceit and disguise ("Survive").

Mysterious music and strange forms usher Orphan and Potemkin into the Mr. Rich's dwelling. They encounter an angel stranded on a high platform. It turns out that she is a dancer for the party. She does a quick striptease down to sparkling pasties and a devilish red bikini, knocking the socks off Orphan and Potemkin and finally ending up in Orphan's arms. The Revelers begin arriving for the New Year's Eve bash. Angel has to rush off to do her number – she is looking to meet wealthy and successful people who can help her succeed. The Orphan is not one of those people ("Somebody"). The guest of honor is announced: bored, bitter Mr. Rich. The guests watch in awe as he cracks the shell of a lobster and feeds himself while itemizing his complaints about food, health and his severe case of ennui ("Bored").

Potemkin convinces Mr. Rich that he should give the Orphan charity in the spirit of Christmas, and also suggests that this might make Mr. Rich feel something. Shockingly, this works, and Mr. Rich has a glimmer of feeling. Potemkin gets an idea and strikes a deal with Mr. Rich. If Orphan can make Mr. Rich feel emotion once again, Mr. Rich will sign the paper saving the Garden. With the help of Angel and the Revelers, Orphan paints a blissful picture of the Garden ("My Garden"). Mr. Rich is moved to tears and realizes that Orphan resembles himself thirty years earlier. This realization prompts him to recount his own history; he started out a penniless youngster, like Orphan, but he eventually blossomed into an entrepreneur of the first order. He manufactured glass eyes, artificial limbs, dentures, wax fruit, flowers and falsies. However, despite making a lot of money, he was not happy and his life and youth slipped by him ("Where Did It Go?"). Mr. Rich tries to commit suicide, but all of the implements that he tries to use are of his own creation and, therefore, fake. Orphan tries to convince him that life is worth living, but Mr. Rich berates Orphan for only making him feel bad.

Potemkin strikes a deal for Orphan: If he wants the Garden restored, he's got to make Mr. Rich feel alive again. Since Mr. Rich identified his own youth with this boy, Orphan must play the role of a youthful Mr. Rich and pretend to fall in love with Angel via a romantic ballad. Angel has her doubts; she doesn't believe in romance but is willing to give it a try. Potemkin, Mr. Rich and the Revelers all join in ("Love Song").

Gradually, the scene is changing from cold and bleak to green and summerlike, with Potemkin playing ringmaster, increasing the pace of the revelry as Mr. Rich and Orphan seem to become one and the same, and Angel is torn between the two. Mr. Rich signs the legal document and throws it on the floor. When Orphan reaches for it, he lets go of Angel's hand. She is now with Mr. Rich, who hires Potemkin to be in charge of the entertainment for his New Year's Eve party. As the company parades up to the roof, Orphan is left with a choice – return to the Garden with his legal document or follow Angel. He puts the document in his jacket and runs after everyone else ("My Garden – Reprise").

Act Two

Before midnight, Orphan and Angel meet outside of Mr. Rich's greenhouse. Potemkin notes that things may seem the same, but they have changed. Orphan has his garden. Angel is decked out in gems and furs. Each expresses happiness for the other ("I'm Glad to See You Got What You Want"). However, after they have said their goodbyes, the Orphan decides that he needs to tell Angel something, but she doesn't want to hear it.

Mr. Rich arrives and reveals his plans for the party entertainment: He will decorate his greenhouse like Eden, and Angel will dress as Eve. When the clock strikes twelve, they will go behind a tree and eat the forbidden fruit. Angel is not happy with this prospect, but Mr. Rich explains that he needs her to help him keep his youth ("It's You Who Makes Me Young"). Potemkin distracts Mr. Rich as Orphan professes his love for Angel. He wants them to run away together, but she still wants to be Somebody and will have none of it. Mr. Rich sees them talking and orders Potemkin to keep Orphan out of the greenhouse. Orphan asks Potemkin for help, but Potemkin says that he can't help him ("Not My Problem"); orphan will fight Mr. Rich without Potemkin's help. He believes he will be able to defeat Mr. Rich because he is young and he deserves a happy ending ("Fifty Million Years Ago").

Orphan decides that he is not going back to the Garden; he's going to stay in this world and fix it. Potemkin finally agrees to help him but isn't sure why. Orphan goes after Angel, who is getting ready for her number with Mr. Rich. Meanwhile, moments before the party, the Revelers, acting as attendants and beauticians, prepare Mr. Rich, enhancing his appearance with cosmetics, shots, a costume and some toning-up. Like Narcissus looking into the pond, Mr. Rich looks into a mirror and sees Orphan in his reflection. They do a "mirror image" dance and Mr. Rich is overjoyed at what he believes is his transformation ("Beautician Ballet").

As midnight approaches, Potemkin, dressed as Father Time, ushers Mr. Rich into the pageant. The pageant is a three-part extravaganza that features a dancing maiden with a grinning death mask and slaves who kill a mock king. Mr. Rich is disturbed, but Potemkin tells him that they must proceed as it is part of the ritual that will lead him to Eve ("Saturnalia").

Angel enters, hidden behind the tree. Mr. Rich talks to her, but Orphan appears with her behind the tree – unbeknownst to Mr. Rich. Mr. Rich asks questions, but Angel responds to Orphan. Angel calls Orphan "beautiful," and Mr. Rich thinks that she actually means him. He faints. Angel and Orphan embrace each other tenderly ("Under the Tree"). Mr. Rich then awakens and tries to separate them. He and Orphan begin to compete directly for Angel's affection, with the Revelers surrounding them ("Winter and Summer"). However, Father Time catches up with Mr. Rich, and he becomes very weak. As the clock strikes twelve, he dies in Angel's arms.

There is a drumbeat as the Revelers remove their masks. The Orphan and Angel realize that the real world is upon them. She will never be Somebody, and he will never have the garden. They grasp hands and go out to face the world together. Potemkin leads the Revelers in an entreaty to the audience to celebrate the moment, as they create a sunrise on the stage and, for the first time in the play, the full sun appears from the clouds ("Celebration – Reprise").