While not terribly resistant to gentrification, Bill does draw the line at abandoning his girlfriend, Sally. Sally feels strongly that she will only drag him down, and loves him too much to want to ruin his chances of becoming an aristocrat. She tries in every way she can think of to demonstrate to him how unfitted she is to be a Countess, but Bill would rather give up his new life than lose her. In desperation, she runs away.

Bill follows Sally to Lambeth but is told by her landlady that she has gone away. Sally then receives a visit from Sir John, who has a brilliant idea ......

This show is full of very well-known musical numbers such as Leaning on a Lamppost, The Sun has got his Hat on, Love Makes the World go Round, and the ever-popular Lambeth Walk.