Act One

Miami International Airport in the 1960s. Frank Jr. has just been caught by FBI agent Carl Hanratty. A shot rings out and Frank Jr. drops a briefcase full of money, but he maintains his good nature. Hanratty wants him to come easily, but first Frank Jr. wants to tell his story - he stole over 2 million dollars, he flew over five million flights as a Pan Am pilot, practiced medicine at a top Atlanta hospital, and worked as a prosecutor for the State of Louisiana - all with assumed names and without finishing high school ("Live In Living Color"). Frank Jr. promises that if he's allowed to tell his story, he'll tell Hanratty how he passed the bar exam in New Orleans; Hanratty begrudgingly agrees.

Frank Jr. takes us back to his parents' home in New Rochelle, New York on Christmas Eve. Frank Sr. twirls Frank Jr.'s mother, Paula, in a dance. He tells her he has gotten a much needed loan. However, he then reveals to Frank Jr. that he hasn't got it, because he's under I.R.S. investigation. He tells Frank Jr. a story: two mice were drowning in a bucket of cream - one gave up and died, the other struggled so hard he churned the cream into butter and climbed out. Going with that principle, Frank Sr. will buy Frank Jr. an expensive suit for Christmas, because success is about the image you put forth ("The Pinstripes Are All That They See").

At his new public school, Frank Jr. is brought to the principal's office for posing as a substitute French teacher. His father charms the principal with a necklace and as Frank Jr. leaves the office, he flirts with and advises a girl planning to give a fake note from her mother to the principal.

Back at home, Frank Jr. finds his mom dancing with his father's friend, Jack Barnes. Frank Jr. is furious, but his mother tries to explain that she was young when she met Frank Sr. and didn't know what she wanted other than to get out of France and come to America. Frank Jr. is not convinced and realizes there is no home here. At his parents' divorce proceeding, the judge wants Frank Jr. to pick which parent he will live with. Frank Jr. has other ideas, and he hops on a train for New York City - he even cons the railroad agent for the four-dollar train fare ("Someone Else's Skin").

In Manhattan, Frank Jr. alters his driver's license to make himself older and starts forging checks. Hanratty, and the FBI, get wind of him ("Live In Living Color - Reprise"). In the basement of the FBI office, Carl discovers that the many pseudonyms Frank Jr. is using all belong to one man and figures out how Frank Jr. is managing to stay in one place and cash bad checks for weeks.

At the Tudor Hotel in Manhattan, Frank Jr. spots a group of stewardesses and decides that he wants to be a pilot. He pretends to work for a school newspaper and interviews a Pan Am executive to learn the basic terminology, then forges a Pan Am badge and has a tailor make him a uniform. Once he's all decked out, he takes to the skies ("The Jet Set").

At the Plaza Hotel, Frank Jr. cons former Seventeen magazine model-turned-call girl into giving him four-hundred dollars. Meanwhile, at the FBI training ground in Quantico, Hanratty works to get his team up to snuff. He feels himself closing in on the culprit, even though he is unable to narrow down his location. Hanratty reveals that he imagines the guy as an Old School virtuoso, in his 60's, and Hanratty respects him. He knows, however, that he will eventually make a mistake. One of his men asks if Hanratty was always so rigid and Hanratty explains that the game isn't worth winning if you break the rules to do it ("Don't Break The Rules").

Frank Jr. is gaining more notoriety for his crimes. He takes his father to a legendary New York restaurant and offers him money so they can buy back the store ("The Pinstripes Are All That They See - Reprise"). Frank Sr. resists but Frank Jr. is persistent about trying to get the store back and help his dad win back his mother. He reminds Frank Sr. of the story with the mice and reinvigorates his spirit ("Butter Outta Cream").

At an airport motel, Hanratty and the other agents are going through Frank Jr.'s room. They have just missed him. Hanratty tries to piece together Frank Jr.'s story from the items in his trash: pizza boxes, comic books, and a half-finished letter inviting two people to come meet him in Los Angeles ("The Man Inside The Clues"). In Los Angeles, Hanratty busts into Frank Jr.'s hotel room. He finds Frank Jr. who is posing as a Secret Service agent. He dupes Hanratty into letting him go, as Hanratty believes that the man he's chasing has already been caught.

It is now Christmas and Hanratty is hard at work ("Christmas Is My Favorite Time Of Year [Party Version]"). He lets Branton, one of his men, go home to his family while Hanratty reveals his wife has left him. Alone in the office, Hanratty gets a phone call from Frank Jr. who apologizes for the incident in LA. Hanratty realizes the real reason Frank Jr. is calling is because he's just a lonely kid ("My Favorite Time Of Year").

Act Two

Hanratty is convinced that the key to finding Frank Jr. is determining who is responsible for him. They begin searching for all of the families of runaway teens in the tri-state area.

Frank Jr. makes his way to Atlanta, where he attempts to keep a low profile and stop lying. It doesn't last. He eventually develops a taste for nurses and picks up a job supervising the emergency room at Atlanta General Hospital after forging a medical degree and diploma ("Doctor's Orders"). At the hospital, he quickly falls for a young nurse named Brenda. Although very talented, she lacks confidence. Frank Jr. helps her and she agrees to go out with him.

Hanratty visits Paula, Frank's mother, who is not nearly as worried about the FBI chasing her son as Hanratty would expect. She admits she hasn't seen Frank Jr. in years and asks Hanratty to give him her regards. Likewise, Frank Sr. is proud of his son ("Don't Be A Stranger"). Frank Sr. tells Hanratty that Frank Jr. has joined the military, but Hanratty knows he is lying. He tries to convince Frank Sr. that it is in Frank Jr.'s best interest for Frank Sr. to give him up. They bond at the bar over not having had nurturing fathers as Hanratty gets Frank Sr. drunk ("Little Boy, Be A Man"). At the end of the night, Frank Sr. passes out and Hanratty looks at the return address on a letter from Frank Jr. that Frank Sr. has in his hand ("The Man Inside The Clues - Reprise").

Meanwhile, Frank Jr. is in love with Brenda and wants to marry her ("Seven Wonders"). They leave Atlanta and head to her parents' house in New Orleans. Hanratty shows up in Atlanta having just missed Frank Jr. again. Brenda's parents are at first skeptical about Frank Jr., but he manages to charm them. He also claims he is a lawyer in the hopes of finding his place in this family, but the FBI is still on his tail ("[Our] Family Tree"). Frank Jr. finds his dad in a bar in New York. Frank Sr. is now working for the post office. Frank Jr. tells his dad he plans to stop conning, but and Frank Sr. can't understand why. Frank Jr. explains he is getting married and wants to settle down. Frank Sr. then reveals to his son that Paula has married Jack Barnes, much to his own dismay.

Lost and confused, Frank Jr. calls Hanratty announcing that he wants the chase to end; Hanratty reminds him that he stole two million dollars and they can't just call it off. Frank Jr. tells him about Brenda and the desire to settle down but Hanratty knows he can find him now. Frank Jr. cannot change his name if he wishes to marry Brenda. Later, Brenda's family is having an engagement party but Frank Jr. is ready to sneak away. He gives Brenda a briefcase of money and tells her to meet him at the Miami Airport in two days. She reluctantly agrees. After he leaves, Hanratty and Brenda's parents burst in. Her father demands that she do the right thing by telling Hanratty where Frank Jr. is going. Brenda is conflicted but decides to give him up ("Fly, Fly Away").

We transition back to the beginning, at the airport, with Hanratty and Frank Jr. Hanratty attempts to convince Frank Jr. to surrender, but Frank insists he cannot stop without a big finish ("Goodbye"). Suddenly, Hanratty shatters Frank's dreams by revealing to him that his father has died. Frank Jr. becomes upset and threatens to run again. Hanratty, however, offers a compromise: pay his debt to society by working for the FBI in counterfeiting. Frank agrees and reveals how he passed the bar exam.

In a closing epilogue of sorts, it is revealed that Frank Jr. and Hanratty eventually become close friends with a trusting relationship. Frank Jr. has founded a security company and has paid back every bad check. Brenda has finally married a real lawyer and Hanratty has become the godfather to Frank Jr.'s kids ("[Stuck Together] Strange, But True").