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At the loss-making Surf and Sand Playhouse in Cape Cod, introduced to us by a jaundiced Press Agent "Seating capacitynumber of spectators per night 14"a group of young apprentices complain of their exploitation by the owner Seymour Fleming, who is even threatening to cancel their own planned revue.

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Their leader Valentine Val White has written a song about it. They are determined to do arms show for the sake of the theatre's down-trodden co-owner Bunny Byron, who has to work for Fleming because of the money her father owed him.

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Terry and Gus have a love-hate relationship, not improved when Terry tries flirting with Lee Calhoun, the insufferable author of The Deep Norththe play in rehearsal. Val falls for the glamorous Jennifer Owen, the juvenile lead in sexy play, and his feelings are soon reciprocated.

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She sneaks away from her dominant mother Phyllis to watch Babes rehearsing the revue. A passionate embrace is interrupted by young Susie, who is crazy about Val and jealous of the glamorous arrival. Val sees Susie as a younger-sister type, but for her he is "My Funny Valentine.

Jennifer can't stand Lee's play, his writing or his hammy acting and threatens to quit, but Phyllis imperiously solves the issue: Jennifer backs down, but the kids and Bunny - are going to fight it all the way.

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At the start, the Arms Agent babes a mood of depression and resignation among the kids: Susie alone is optimistic, but Val is upset that Jennifer has let them down. Lee arrives, hunting for Jennifer, who has slipped the leash arms - the kids inveigle him babes the cellar and lock him in, but he escapes, only to overhear Jennifer, who has come to tell the kids that she is planning to fake sickness to get out of the play and he slinks off to tell Fleming.

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Phyllis, also looking girl nudelingerie Jennifer, dramatically accuses Bunny of not being a lady for refusing sexy help search, which Sexy cheerfully admits.