After June abandons the show to elope with a dancer, Rose quickly transfers her obsession onto Louise, forcing her into the spotlight. It is then that Louise undergoes a remarkable transformation from a meek and mild girl to an alluring exotic dancer. It is a challenging change to make in such a short period of time, but Benanti accomplishes it remarkably. Watching her daughter skyrocket to fame, Rose tries desperately to cling to her fame, but she fails miserably.

The rapport between Larkin and Benanti is affectionate (the daughter's duet "Mama Get Married" is extremely entertaining), but it is the chemistry between LuPone and Benanti that truly establishes the show. Benanti's Louise sees her mother for who she is, and she is determined to not become her. LuPone's Rose, on the other hand, stubbornly refuses to ever stop hoping for the future – even when there isn't much future to hope for.

The principals are joined onstage by a stellar supporting cast. There is not one performance that did not appear polished, accomplished and complete. One standout included a scene-stealing Lenora Nemetz as Miss Cratchitt, the secretary to Mr. Grantziger, and the trio of strippers (Alison Fraser, Lenora Nemetz and Marilyn Caskey), who kindly inform Louise, "You Gotta Get a Gimmick" if you want to be a star.

After becoming a star, as current pop culture frequently reminds society, many lose grasp on reality. Rose, it appears, was ahead of the curve on that one. Countless times during the production, Rose's utters or does something that questions her grasp on reality. June says at one point that her mother believes many things that are not true, but she convinces herself otherwise. This show questions, and beautifully so, how one can maintain a grasp on reality while struggling in show business – a business whose main ambition is to cause people to escape from reality. Rose never regains that grasp, a mistake that Louise is determined not to repeat herself.

Rose's desperation comes to full fruition in her eleven o'clock number, "Rose's Turn," during which she laments about her own lack of accomplishments and fame and admits that she pushed her daughters for her own sake, not for theirs. Abandoned by June, Herbie, and now Louise, She would have been a star herself, she claims, if she had not been "born too soon and started too late." Set on the stage adorned with faded scenery and tattered curtains, the song describes the cobwebs of dreams that Rose clings desperately to. Performed with a wild abandon by LuPone, the song invites the audience into the murky depths of Rose's mind – a terrifying place that, after leaving, ...