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Billie Golden is a beautiful aspiring Cabaret singer who works as singer in a small club in Queens who lives her life as she was in an old fashioned technicolor movie and dressing up like Audrey Hepburn while her mother is a bitter alcoholic who rejects Billie's way of living and rejecting the advances of Billie's boss and owner, Sal of the club she works in. Billie meets two men in her life that either see her ambitions fulfilled or break her heart. Greg, is a rich stockbroker type who Billie went to school with and makes a strong reconnection with showing her the world of the upper class which include his stuck up friends who don't seem too thrilled that he's in a relationship with Billie. Then there's Elliot, a professional piano player and her teacher who she's at odds with at first as they bicker about a blown job she blames him for. As their relationship from student to love grows, she sees alot more in him as much as he does in her. He sees her talent and passion more than Greg does who simply wants her to be his trophy wife more than anything else. Billie soon starts to face the facts of her dreams giving into Greg's upper class world while also realizing that Elliot is the one that is truly right for her. With her nutty sister Laney and best friend T.J. in tow who are having romantic troubles of their own as well as famed singer Eartha Kitt giving her some much needed advice, Billie goes for what her musical heart beats hoping her dreams will come true.