It is June and Julie and Billy, now married, are living with Julie's cousin Nettie Fowler at Nettie's Spa on the ocean front. The sailors afJll thier women are preparing to go to a clambake on a nearby island; as the men heckle Nettie to get going, she explains their odd behavii! ("June Is Bustin' Out All Over"). Julie confides to Carrie that Billy has been out all night with an unsavory character named Jigger Craigin, a sailor who has just arrived on a whaling ship. She also tells her friend that Billy, who still has no job, has hit her but she knows it's just because he's unhappy about not working. As the other girls join her, Carrie again sings of her "Mister Snow" (reprise) who shows up to share with her his matrimonial, parental and business plans ("When the Children Are Asleep"). After they leafil Jigger leads the seafaring men in a spirited chantey ("Blow High, Blow Low"). With no one within earshot, Jigger urges Billy to be his accomplice in robbing old man Bascombe whom he knows will be carrying three or four thousand dollars that night. The plan is to gollfl the clambake, slip back to the mainland during a treasure hunt and commit the robbery, then rejoin the group claiming they had been lost cii the island. Billy, however, isn't totally convinced, but he has second thoughts when Julie advises him that she is to have a child. Aloft!! Billy is overcome with the thought of the new responsibility and pours out his feelings in the emotional "Soliloquy!' First he proudly antipi; pates what it would be like to have a son, then with mounting concern he realizes that he might have a daughter. At the end of the arialM!! near panic, he vows to do anything he can to get money so that his little girl will be brought up properly. Now in cahoots with Jigger, Billy takes a kitchen knife from Nettie's house. While Nettie and the crowd sing a reprise of "June Is Bustin' Out All Over" on their  the clambake, Billy and Jigger join them 'as the curtain falls.

That night on an island across the bay, the men and women relax after their feast ("A Real nice Clambake"), then prepare for the treasure hunt. While waiting to leave, Jigger makes a play for the innocent Carrie and puts her in an embarrassing position, much to the distress of Carrie's finance, Enoch Snow ("Geraniums in the Winder"). This is only met by derision from Jigger, who is joined by the girls ("Stone-Cutters Cut It On Stone"). Julie, however, takes a philosophical view of love ("What's the Use of Wond'rin'") as she apprehensively sees Billy and Jigger go off together.

It is the mainland waterfront an hour later. Billy and Jigger confront Bascombe but he manages to twist the knife out of Billy's hand while Jigger runs away with the police closing in on him, Billy climbs to the top of a pile of liirliKlaid stabs himself to avoid arrest. Julie arrives with the others from the clambake, and Billy, just before he dies, explains to her what pdrove him to do what he did.

Julie tries to gain courage by singing the  words on a sampler that she had sung in school ("You'll Never Walk Alone"), but she breaks down and Nettie has to take over. Two Heavenly Friends enter to escort Billy away, and  He defiantly insists that he be taken before the Lord God Himself, "The Highest Judge of, All" to pronounce sentence. was There;' Billy is brought to the Starkeeper who is perched on a stepladder hanging out stars on a celestial clothes line. The Starkeeper asks if Billy has left anything unfinished on Earth because, despite his sins, he can still get into Heaven if he performs a good deed "down below!' He further tells Billy that, because time passes so quickly where  they are, he now has a daughter, Louise, who is If if teen, and the two watch her running on the beach near her home. The scene shifts "Down Below." Louise is joined in a ballet by a carnival troupe and, as might be expected, she is attracted to one boy who is very much like her father. After the they have danced off, the boy flirts with I Louise, then leaves her alone weeping. When a group of children dance on stage on their way to a party, Louise tries to join them but is rebuffed and the miserable girl is again left all alone. Billy who has been watching all this from above, tells the Starkeeper that he wants to return to Earth to help his daughter. Just before he leaves with one of the Heavenly Friends, he steals a star from the Starkeeper's basket.

On the porch in front of Julie's cottage, Julie and Carrie (who is now Mrs. Snow and the mother of nine) are having coffee before going to the high school graduation. After they enter the cottage, Louise comes outside. Billy approaches his daughter saying he was a friend of her father and offers her a present of the stolen star, which the frightened girl refuses. Impulsively, Billy slaps her hand, and Louise runs inside. When Julie comes out looking for the stranger, she picks up the star that her husband had left on a chair as Billy, now invisible, sings "If I Loved You" reprise.

The final scene takes place outside the high school where the graduating class, including Louise, sits on three rows of benches, surrounded by families and friends. Addressing the graduates, the local doctor (who looks just like the Starkeeper) urges them to stand on their own two feet and to have faith in themselves as they face the future. To emphasize his words, he begins to recite "You'll Never Walk Alone" which is picked up by the singing students. As the unseen Billy pleads with Louise to believe what she hears, the girl's face lights up. A classmate sitting next to her puts her arm around Louise and they smile. Billy whispers, "1 loved you, Julie, know that I loved',' and Julie begins to sing. And Billy, at last satisfied that he has accomplished something worthwhile, is content to be led away by the Heavenly Friend.

Stanley Green, Author, Broadway Musicals Show by Show (Hal Leonard Books) Copyright 1987. Estate of Richard Rodgers & Estate of Oscar Hammerstein II

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