In the dark we hear the sound of an alarm clock ringing and Tom, a young teacher preparing for his first day of school, appears. As he nervously rehearses what he will say, the Ensemble enters, speaking out his thoughts. These characters are Tom's many emotions personified; there is George - the romantic side, Dori - the goofy side, Schulie - the sweet side, Joe - the cool side, and Dina - the mature side. His thoughts range from being excited to terrified.

Tom watches some TV to calm himself down. When he turns on the TV, one of his old favorites, Schoolhouse Rock, is on. As he watches, he gets swept up in the excitement ("Verb: That's What's Happening"). When it ends he is startled to find his 'sides' have come to life and are standing in front of him. They explain that they represent everywhere he has been, everyone he has known, and every person that he has ever met ("A Noun Is A Person, Place Or Thing"). They are here to help Tom remember that teaching is as easy as counting to three ("Three Is A Magic Number"). Tom thinks he is hallucinating and tries to get rid of them. However, he needs them - that's why they're there ("Mother Necessity"). They encourage Tom to remember that he wants to be a teacher because both his grandmother and her mother were teachers. In their lifetimes teaching was one of the few job opportunities open to women ("Sufferin' Till Suffrage"). He also remembers working at his grandfather's hardware store as a child and sneaking away on Saturday mornings to watch Schoolhouse Rock, which taught him about adverbs ("Lolly, Lolly, Lolly"). It also taught him about adjectives ("Unpack Your Adjectives"). But, Tom has to teach more than that -- math, science, and social studies ("Just A Bill / The Preamble"). By revisiting these moments from his childhood, and getting caught up in them, Tom remembers that learning can be fun, and that's why he wants to be a teacher ("Ready Or Not, Here I Come").

When the gang becomes exhausted from all of the excitement, Tom encourages them to stay active ("Do The Circulation"). Joe is ready to do a song about pronouns, but he needs some help from the group ("Rufus Xavier Sarsaparilla"). Schulie plays Tom's guitar; the instrument is shaped like a figure eight, which inspires her to remember how she and Tom learned multiplication tables ("Figure Eight"). Next, George gives a rock and roll physics lesson ("A Victim Of Gravity"). Staying on the math and science track, George and Schulie introduce us to a hero who changed counting ("Zero, My Hero").

Though they have covered many parts of speech, Tom thinks of one they've left out: conjunctions ("Conjunction Junction"). Joe reminds Tom that school will be a very important transition to America for many of his students who are not native English speakers, just as America went through an important transition as it expanded ("Great American Melting Pot / Elbow Room / Interplanet Janet"). The thought of going to the moon has the whole group energized; they use words that properly express that energy ("Interjections"). Tom thanks everyone for helping him. He has one last song for them about sentence structure ("The Tale Of Mr. Morton"). As the song ends, all of the characters are gathered around Tom as if he were teaching. He asks if there are any questions, and Schulie's hand goes up.