Prologue: Ten characters warn the audience of the numerous plot twists to come. As they sing, one of them, a man wearing dark glasses and silk pajamas, is murdered, and the cast blithely steps around and over him to finish the number ( "SOMETHING FUNNY'S GOING ON")

Shy, unworldly British shoe salesman, Harry Witherspoon, spends his Friday night taking inventory and dreaming of a better life.  Meanwhile, in his dog-ridden home in East Grinstead, Harry's landlady and her motley crew of boarders intercept a telegram for him ( MR. WITHERSPOON'S FRIDAY NIGHT)

In a London solicitor's office, Harry learns that he has inherited six million dollars from Anthony Hendon, an American uncle whom he has never met.  The only condition is that Harry must take Uncle Anthony's corpse on one last vacation to Monte Carlo.  If Harry is unwilling to do it, the money will go to Uncle's favorite charity, the Universal Dog Home of Brooklyn.  With trepidation, Harry accepts a cassette tape of instructions to follow, a mysterious heart-shaped box, and Uncles well preserved corpse, wearing sunglasses and seated elegantly in a wheelchair.

Traveling to Monte Carlo on the luxurious Train Bleu, a terrified Harry tried to fend off curious fellow travelers.  Harry meets Luigi Gaudi, a flashy Italian who offers his services as a guide; he also notices a mysterious young woman who appears to be taking notes.  (GOOD TO BE ALIVE).

Meanwhile, In Atlantic City. an optemetrist, Vinnie DiRuzzio, is visited by his extremely near-sighted sister, Rita LaPorta.  Rita reveals to her brother that she has accidentally murdered her lover while not wearing her glasses; that the six million dollars in dollars she and her lover had embezzled from her husband is gone; that her lover was Harry's Uncle Anthony, and that the heart shaped box full of jewels is now en route to Monte Carlo.  Rita also reveals to her shocked brother that she has implicated him in her schemes.  Together, they embark for Monte Carlo to find Harry and the moneybefore Rita's gangster husband does something nasty.  (RITA'S CONFESSION)

Harry has managed to get Uncle to their suite at the Hotel de Paris, and tries to convinvce himself that everything will be fine. (LUCKY)

Pushing Uncle through the streets, Harry once again fends off Luigi Gaudi, but soon realizes he's being followed by the young woman from the train.  He confronts her and learns that she is Annabelle Glick, a representative of the Universal Dog Home of Brooklyn.  Annabelle tells Harry that as a result of a loophole in Uncle's will, she is there to try and win the six million dollars for the Dog Home.  Harry vows not to relinquish the money, and Annabelle declares war. (DOGS VERSUS YOU).

Vinnie and Rita arrive at Nice Airport, and the desperate Vinnie calls his wife in New Jersey to explain where he is and why. (THE PHONE CALL)

After a hectic day, Harry, Uncle, and the dogged Miss Glick arrive at a glamorous French nightclub. The emcee welcomes them and introduces the featured performer, sexy Dominique Du Monaco, who turns out to be a special surprise for Harry, courtesy of Uncle Anthony.  Dominique pulls Harry and the rest of the audience into her dance routine, but notices that Annabelle is not joining in the festivities.  (MONTE CARLO/SPEAKING FRENCH)

In the romantic, couple-filled nightclub, Annabelle sits alone.  Taking out her knitting, she yearns for what she misses most. (TIMES LIKE THIS)

Rita la Porta has disguised herself as a maid, and now searches Harry's room for the heart shaped box full of diamonds.  When Harry returns with Uncle from his evening at the nightclub, Rita hides in the closet.  Harry leaves the corpse in the hotel room, and goes gambling, followed by Miss Glick. Squinting from the closet, Rita can barely make out the shape of a man in a wheelchair.  Can it be that she didn't kill her lover after all?  Rita tucks away her unbecoming glasses, and steps out to face Tony Hendon (FANCY MEETING YOU HERE).

Hary Witherspoon is on a winning streak at the casino, when a livid Rita arrives.  She has uncle with her, as well as a gun.  She has discovered that her lover is very dead indeed.  And now she wants her money.  Or Harry's life.

ACT II

The cast reappears to reprise (FUNNY'S GOING ON), and the action resumes where it left off.

Hary manages to break away from Rita, and he and Annabel grab Uncle and run.  Rita's gun goes off accidentally, and her brother tries to restrain her, but Rita turns the crowd on Vinnie, and escapes after Harry.

Chaos ensues as Harry and Annabel try to hide from Rita and protect Uncle; in the fray, a drunken maid mistakes Uncle for the laundry and wheels him away.  When Harry and Annabel discover him missing, they're frantic. If they can't find Uncle, they'll lose everything.  All around Monte Carlo, Annabel, Harry, Rita, and Vinnie search for each other, the heart-shaped box, and the missing corpse.  During this sequence, Vinnie meets the shapely Dominique du Monaco, who is most interested in his search for the money.  (HIM, THEM, IT, HER).

Exhausted and defeated, Harry and Annabel return to Harry's room.  Uncle has vanished, and with him, their hopes.  Harry will have to return to East Grimstead.  And Annabel's beloved Dog Home will surely close.  Harry and Annabel open a bottle of Uncle's champagne and let down their guard. (NICE).

Harry has a horrible nightmare in which everyone wears a dog's head and tells him that he must return to his life of cold stew, shoe-selling, and dogs.  (WELCOME BACK MR WITHERSPOON)

Waking up with a start, Harry is aghast to find himself in bed with Annabel Glick.  They're both embarrassed, shy, and hung over.  But as Annabel starts to leave, the drunken maid enters and returns Uncle.  Harry and Annabel are jubilant, until the door opens again.  This time, it's Rita La Porta, gun in hand.

Rita now wears her glasses.  She takes a close look at the corpse in the wheelchair, and suddenly sees that this is not her lover, Tony Hendon, but a dead stranger! She whirls on Harry and Annabel, gun drawn....

In the nick of time, Luigi Gaudi comes to the rescue.  But Luigi is not who he seems.  He reveals that he is, in fact, Harry's Uncle Anthony, and explains how the man in the chair was murdered and why Harry was dispatched to Monte Carlo.  (CONFESSION #2).

Uncle Anthony also reveals that the six million dollars in diamonds is actually sewn inside the corpse, and the heart-shaped box contains the heart of the dead man, whose last wish was that his heart be buried at sea.

Now Vinnie bursts into the room with Dominique Du Monaco, both dressed as maids.  Vinnie demands the diamonds, telling the group that that he plans to start a new life in Europe with Dominique.  Calmly, Rita hands him the heart shaped box (containing the dead man's heart) and Vinnie and Dominique exit.

In a burst of passion, Rita and Tony forgive each other; they take the diamond-laden corpse, and depart (FANCY MEETING YOU HERE, reprise)

Harry and Annabel are left alone, with only Uncle's infallible system for roulette, an all-expense paid week in Monte Carlo, and each other.  Harry locks the door.  In a rare moment for both of them, he and Annabel decide to stay together on Uncle's all expense paid week, and see what happens (FINALE: GOOD TO BE ALIVE)