Carnival

Lili, a lonely orphan, is enchanted with a traveling carnival troupe. She finally gets to join the troupe and ends up working with the puppet act. Meanwhile, both the puppeteer, Paul, and the magician, Marco the Magnificent, have fallen in love with Lili. The two men engage in a fierce rivalry for Lili's affections. In the end, Lili chooses Paul and they live happily ever after.

• "Direct from Vienna" – The Incomparable Rosalie, Greta Schlegel and Carnival People
• "A Very Nice Man" – Lili
• "Fairyland" – Puppets
• "I've Got to Find a Reason" – Paul Berthalet
• "Mira" – Lili
• "Sword, Rose and Cape" – Marco the Magnificent and Roustabouts
• "Humming" – The Incomparable Rosalie and Mr. Schlegel
• "Yes, My Heart" – Lili and Roustabouts
• "Everybody Likes You" – Paul Berthalet
• "Magic, Magic" – Marco the Magnificent, The Incomparable Rosalie and Lili
• "Tanz Mit Mir" – The Bluebird Girls
• "Carnival Ballet" – Lili, Carnival People and Townspeople
• "Mira" (Reprise) – Lili
• "Love Makes the World Go 'Round" – Lili and Puppets
• "Yum Ticky" – Lili and Puppets
• "The Rich" – Lili and Puppets
• "Love Makes the World Go 'Round" (Reprise) – Lili and Puppets
• "Beautiful Candy" – Lili, Puppets and Vendors
• "Her Face" – Paul Berthalet
• "Grand Imperial Cirque de Paris" – Jacquot and Carnival People
• "I Hate Him" – Lili
• "Grand Imperial Cirque de Paris" (Reprise) – Carnival People
• "Always Always You" – Marco the Magnificent and The Incomparable Rosalie
• "She's My Love" – Paul Berthalet