The curtain opens on the three main characters, Jack, Stilts, and Hazel, all at the age of 11 years old as the United States enters World War I. Jack is a farmer's son, Stilts is a weaver, and Hazel is the miller's daughter. The three are in a bit of a conflict or triangle. Jack has no interest in Hazel but she has a really deep crush on him. He won't give her the time of day but she's always hanging around trying to get his attention and trying to get him to notice her. Meanwhile, Stilts cares very much for Hazel, but she is too busy mooning over Jack to notice his hints that he would like to be more than friends.

Unfortunately, Stilts will never tell her because he is just not that kind of person. Also, he would feel sort of bad about telling Hazel how he really feels. We also find out that Stilts contracted polio in 1914 after a New York City outbreak when he was only 8 years old, causing a physical handicap that he is not really comfortable with yet. So, he stays silent partly because he is worried about being rejected for his differences and partly because he knows that Hazel has feelings for Jack, his best friend in many ways. In some ways, though, things are not so perfect; Jack is also in competition with Stilts a lot of the time, making them like Frenemies. They want to one up each other but they also look for each other when there is free time to hang out.

The drama and tension between the characters continues, as they grow into their early teenage years. We see several short miniature scenes in which the attempts by Hazel become more desperate and the annoyance felt by Jack for this perceived pest starts to increase, all while Stilts tries to remain friends with both of them.

Hiding his resentment and stuffing his feelings as deep as they can go, Stilts resigns himself to the 'friend zone' with Hazel and tries to win her over by being there for her anytime, any day. She tolerates him better than Jack tolerates her, but does not notice or appreciate his loyalty.

Meanwhile, Jack is starting to feel stirrings of affection for Gwen, Hazel's older sister who appeared in brief moments of previous scenes with little consequence. Gwen is extremely nice, caring, and will go above and beyond for just about anyone. She also happens to be beautiful on the outside, someone whose existence makes Hazel secretly jealous. Jack starts showering Gwen with attention and, ironically, starts acting almost the same way as Hazel does with him. Gwen is very patient however, and is not dismissive or snotty to him like he is with Hazel.

One day, while Jack Hazel and Gwen are in the mill where Gwen and Hazel live, Jack is trying to impress Gwen so much that he gets careless. Hazel is there like she always is, in Jack's mind being a little aggravating because she always seems to be underfoot. Gwen is below the platform that allows people to access the top of the machine used in the mail trying to talk some sense into Jack about his latest invention or idea to get out of debt with the farm. While she is urging caution, he gets mad that she seems to be suggesting he isn't capable of doing amazing things and also wants to impress her with his physical abilities and strength.

Jack tries to do something tricky that he thinks will be really amazing and make Gwen think better of him, but he accidentally pulls on the wrong rope or lever and causes very heavy piece of machinery to come crashing down on Gwen causing her to fall down dead. As he rushes to her side in shock and horror to try to help her, her last words to him are "Remember me..." meaning the important example she followed by being a good person.

Jack is devastated, absolutely beside himself with guilt and regret. Hazel finds to her shame that her grief is mixed with a tinge of relief and even a spark of hope that Jack might finally notice her. Instead, Jack throws himself into his inventions, trying one thing after another. He becomes obsessed with getting the gold that will get them out of debt at the farm and prove his mother wrong about his potential while also, in his mind, honoring Gwen's memory. When his father comes back from World War I and smashes his workshop to bits, it is almost the end of Jack's dreams. He finds one last shred of pride and vows that he will "grow" gold, no matter what the cost.

Song: "Grow Gold"

As Jack's ambition grows in overcoming the obstacles before him, some of which he created himself, his friendship with stilts becomes more strained. The stress on their relationship proves to be too much and they have a huge, ugly fight in which they both say things that they can't take back. Without an outlet to share thoughts and encouragement, each devotes themselves to outdoing the other with the recently announced Invention Contest at the local Fair. We see them each go their separate ways and get a brief glimpse of the battle to come.

Jack is following leads of genetically modified fruits and vegetables (a scientific concept years beyond his time), literally trying to 'grow' gold and make his farm more profitable. He hopes to debut his invention, with no idea how he is going to succeed, aiming to make a name for himself that will be a legacy with all the farms far and wide. He imagines everyone coming to him for advice. Meanwhile, Stilts is working steadily on a new process which will make what used to be average looking cloth/fabric appear to constantly shimmer with flecks of gold. He hopes to achieve two things: winning over Hazel and making Jack sorry for cutting him out of the business they imagined for themselves in their younger days.

Hazel is starting to become concerned about Jack and does her best to try to 'fix' him in his troubled state, but he can't be bothered to listen. That goes on for a while until one day Hazel lets it slip that she may know some of the inside information about Stilts's invention. Jack is very intrigued and starts changing his tone of voice when he speaks to her, looking her in the eye when she talks and acknowledging specific things that she has said, all things he had never done before. At some point Jack convinces himself that Hazel reminds him a lot more of Gwen than he ever thought in the past and they start hanging out more, despite the doubts that Hazel has about Jack's sudden change of attitude.

As the date for the contest at the Fair approaches, Stilts begins to suspect that something is off when Jack says something to him that sounds overly confident, considering how far behind Jack was in his work when everything started. Stilts takes out his resentment about recent and past events on Hazel with an ill judged comment and she recoils. Although Stilts is trying to get her away from Jack, this confrontation only pushes her closer to him. Hazel refuses to speak to him, but even if she would listen, Stilts can't (does not really want to) apologize because he feels she has made her own choices, as bad as they may be. Stilts goes off alone to seethe in his own resentment.

Song: "Spin it to Win it"

Unbeknownst to Hazel, the Miller promises Jack his blessing on their engagement should he want to propose to Hazel. The Miller sees in Jack a young man with a thirst for success and approves of his schemes to bend nature to his will. Hazel is pleased by the affection from Jack and although she certainly does not suspect any proposal, she can't help but feel a little excited about going to the Fair with her charming new boyfriend.

In different tones of voice and attitudes, the three characters sing simultaneously in different parts of the stage about their shared vision of the Fair.

Song: "Let's Go to the Fair"

Jack debuts his invention and Stilts gets his ready as well. Later, in the preparations, Jack boasts that he is going to propose to Hazel. Stilts is furious, storms off. In a moment of panic and triumph, Hazel debuts the invention in place of Stilts, put on the spot by the Fairmaster. Jack, thinking this is what has been going on the whole reason Hazel has been hanging around Stilts, gives Hazel credit and solidifies his plan to propose to make this suddenly more valuable match. Stilts finds out later that not only did Jack get engaged to Hazel, but he did not get credit for his invention or the prize for the contest. While the Fairmaster holds the annual charity dance across the street at the Fairgrounds, Stilts returns and starts the fire that burns down the wooden grandstand.

Stilts runs across the street after the fire begins engulfing the wooden structure and barges into the dance hall shouting that the Fair is on fire! The dancing couples, including Jack and Hazel, freeze in shock and denial as the Fairmaster races to the scene of the fire. By the time onlookers can summon the fire department, the structure is already two thirds burned and impossible to salvage. A piece of the history of the Fair and the town is forever lost. The local newspaper publishes the story on the front page with all the expected details but cannot name the concerned citizen who brought the fire to the public's attention in the first place (Hale-Spencer). Stilts is privately outraged, assuming the slight was on purpose. He thinks it means that no one even thought he was important enough to mention, further confirming his increasingly low opinion of himself. 

As Jack becomes more unpredictable, Hazel realizes their mistake and begins seriously considering the fate of her unborn child. Years ago, she would have dreamed of having a family with Jack, but now things are looking bleak and all she wants is a better future for her baby. Out of ideas she despairs that she is out of options to end the pregnancy even if she could bring herself to do so. She at last reaches out to Stilts and breaks their silence, pleading with him for help one last time. Planning to rub it in her face that she needs him, he arrives with the intention to gloat but finds that seeing her stirs old feelings and memories of how much he cared for her. He agrees to get involved with her plan, but only because he believes it will hurt Jack, and that at the moment matters more than proving a point to Hazel.

Jack is very unhappy at the thought of raising a child, especially at the start what would become the Great Depression. The stock market has just crashed a few months earlier and job prospects are drying up like toast. After the baby is born, the baby is spirited away in the dark of night, Hazel ready with an explanation for Jack that the child was kidnapped. Pressed with more force than she expected about the child he never wanted, Hazel confesses that Stilts stole him away, blaming the one person who came to her aid in time of need. The curtain closes with Jack on the hunt for his baby daughter with unusually fast-growing hair the color of gold, now hidden away in an abandoned lighthouse watched over from a distance by Stilts, the little Rapunzel.