Act I

As the prologue (There’s No Business Like Show Business) comes to an end and Buffalo Bill has introduced the members of his troupe, including Dolly Tate , Frank Butler’s assistant, Tommy Keller and Winnie Tate, his assistant, we see the lawn of the Wilson Hotel in Cincinnati, Ohio, in 1888. Buffalo Bill’s Wild West Show has arrived in town and Charlie Davenport, the show’s manager, wants to match the show's sharpshooter, Frank Butler, against a local marksman. The hotel's owner refuses. Frank tries to convince Wilson to allow the match but even a $100 side bet won't persuade him.

Suddenly the stuffed bird on Dolly Tate’s hat is shot off. Annie Oakley has mistaken it for the real thing. Annie is there to offer Wilson birds for his restaurant with no buckshot in them - she always kills with one shot to the head (Doin’ What Comes Natur’lly). Wilson reckons that he can win his bet with Annie competing against Butler, and the shooting match is now on. When Annie meets Frank she is instantly smitten by him. Not realizing who he is, she tells him that she has a shooting match lined up with a 'big swollen-headed stiff'. Frank tells her the kind of girl he is looking for (The Girl That I marry). Annie laments that "You Can't Get a Man With a Gun."

After seeing Annie’s shooting, Charlie and Bill want her in their show. With the help of Frank they convince her to join the company and tour with them (No Business Like Show Business reprise).

The whole troupe is aboard an overland Pullman train (I’ll Share It All With You). While the others go to eat, Annie's young brother, Young Jake, tries to teach her to read. Annie is still hoping for more than a stage partnership - and Frank is weakening. Annie sings a lullaby to her siblings before bedtime (Moonshine Lullaby).

Annie, Bill and Charlie plan a new act for the show. They intend to outshine Pawnee Bill's show and also to impress Frank so much that he has to ask Annie to marry him (They Say It’s Wonderful; My Defenses Are Down).

A poster depicting Annie is now on display (There's No Business Like Show Business reprise) and Frank is less than happy. Pawnee Bill arrives with his troupe, which has Sitting Bull as a new attraction.

Dolly finds out that her little sister Winnie has married Tommy. She gets the marriage annulled, leaves the Wild West Show and takes Winnie with her to Pawnee Bill's show.

With Annie ready to do her new act, Frank is about to propose. However, after the success of her surprise stunt, he is furious. Sitting Bull adopts Annie into the Sioux tribe. Annie discovers that Frank has left her behind to do his old act with Dolly in Pawnee Bill’s show (Can’t Get A Man With A Gun reprise).

Act II

Act II opens with a montage representing Buffalo Bill's European Tour.

Buffalo Bill’s troupe is returning from touring Europe on the deck of a cattle boat, flat broke. They receive an invitation to a grand reception thrown by Pawnee Bill, who is hoping to merge the two companies to keep his own show afloat. Annie still clings to her dreams of a much more personal sort of merger with Frank Butler.

At the reception (Waltz) Tommy and Winnie – now old enough to marry- are re-united (Who Do You Love). When Buffalo Bill reveals that he is also broke the merger is off unless money can be found from somewhere. Annie agrees to sell all the medals that she received on the European tour. However, she asks that she be allowed to keep them on until she has seen Frank (I Got The Sun In The Morning).

Frank and Annie meet and declare their love for each other. He offers her his three medals as a gift, but the old rivalry between them breaks out again (The Girl That I Marry reprise). A shoot-out is arranged for the next day.

In the property room, Dolly is caught by Charlie and Sitting Bull on the point of bending Annie's gun sights with a pair of pliers. They scare Dolly off, but not before she and Charlie declare undying lust. Charlie and Sitting Bull then decide to do the bending themselves - they figure that if Annie loses the match, Frank will want to marry her.

Annie and Frank are sparring with each other again (Anything You Can Do). When the match starts, Annie misses the target. Frank lends her his gun, and immediately she is back on form. Sitting Bull quietly suggests that she throw the match and win the man. She does so, with surprising results (They Say It’s Wonderful reprise).