The movie starts in Iowa with Ali (Christina Aguilera) and another waitress counting up tips and complaining about their boss. Their boss walks in and they argue that they have not been paid for more than a month. The owner leaves, saying he’ll be back for the dinner shift. Ali goes to the cash register and pulls out what he owes her. She hands it to the other waitress (she has a kid), saying that she can buy the bike he wanted for Christmas. The waitress tells Ali the bike can wait and gives her back the money.
The other waitress leaves to pick up her son and Ali puts the ‘Closed’ sign on the door, pulling the shade down. She puts a quarter in the jukebox and performs Etta James’ “Something’s Got A Hold On Me,” which is spliced with scenes of Burlesque dancers singing along. Next we see her walking into the bus office, asking for a one-way trip to LA.
In LA, Ali finds an older apartment to stay at. She takes a big chunk of her money and puts it in a plastic sack, then hides it in the tank of the toilet. She starts writing a postcard to someone, but then rips it up and throws it out the window. There is a montage of Ali looking for jobs from the paper, and then crossing them off of as she goes along.
One night, she is walking along a street (the camera pans up a high rise under construction behind her, which is important later), and sees a woman adjusting her stockings on a stairwell. She sees a sign for “Burlesque Lounge,” and walks into the lounge, curious. As she walks into the club, she can see dancers through the windows starting a performance. The frontman for the club (Alan Cumming) tells her it’s $20 to see the best view in LA, in a place without windows. She reluctantly forks it over and enters the lounge. She’s just in time to see Tess (Cher) start belting out “Welcome to Burlesque” on the stage. She talks and flirts a bit with Jack (Cam Gigandet) the bartender, joking about their shared Midwest upbringing (Iowa for her, Kentucky for him) and how he is wearing more eyeliner than her. Jack has to remind one of the waitresses to do her job because she’s flirting with a guy. He gives Ali his card and tells her to go backstage to flirt with Tess to get a job (since she asked how to get up there on stage).
Backstage, Vince (Peter Gallagher) is arguing with Tess about the finances of the club, and that she should hear an offer from Marcus (Eric Dane), who wants to buy the club. Tess tells both of them no and they leave. Ali is walking through the chaos of the girls and asks for Tess and someone points her to a mirror. She asks Tess for an audition and Tess just tells her to leave her name and number with Jack. Sean (Stanley Tucci), the wardrobe/stage manager, tells Ali she has great enthusiasm, but terrible timing.
Meanwhile, the girls on stage are doing a rendition of “Diamonds Are A Girl’s Best Friend.” Georgia (Julianne Hough) is singing because Nikki (Kristen Bell) is late. Nikki forces her way on stage and the two finish the song together.
After they are done and behind the curtain, Tess gets mad at Nikki for being late again. Nikki goes to her mirror and sees Ali; she tells her to get her a martini. Another girl says Ali does not work there, and Nikki retorts that Ali is not busy then. Ali complements her on her beauty, then jokes that no one could tell she was a man. This is the start of a very tense relationship between the two.
Ali goes back to the bar area and sees the bimbo waitress cannot keep up with the drink orders. She grabs a tray and starts picking up empties and taking drink orders. Jack asks what she’s doing, and she says that she will work tonight, and if she does better than the bad waitress, he can hire her.
The next night Ali is working, and Sean and Tess remember her from the night before. Jack tells them he hired her. She watches all of the dance numbers, learning each one and doing little flourishes as she serves drinks. One night she serves Marcus’ table, and he hands over his credit card and asks for the best champagne in the house. Jack recognizes the card; it’s clear he’s not a fan of Marcus.
As Ali works there longer, she realizes the girls are just lip-syncing the songs, and tries to get Tess to change the show to live singing. Tess tells her that people are not there to hear their voices.
A short time later, Tess walks into the bathroom and hears Georgia vomiting. Georgia comes out of the stall and Tess tells her she better not have the flu. Georgia gives her a look and Tess says, “Please have the flu.” Georgia is worried that her boyfriend, Damon, won’t be excited, and she is scared. Tess comforts her and says it will be all right.
Tess and Sean hold auditions to fill Georgia’s spot. They are not impressed with any of the people who showed up. Ali walks in and sees that there are auditions. She puts on music and starts dancing on stage, to the surprise of both Tess and Sean. Tess is unimpressed and gives her a lecture about what she wants to see onstage; Ali asks what number she wants to see, since she knows all of them, and then dances to one. Sean tells Tess (who still is ambivalent), that if she does not like Ali, she should tell her thanks and no. Ali is arguing that she just needs a chance and Tess relents, giving her the spot. She tells Jack that she’s quitting as his waitress.
After one night, Ali comes home to find her apartment robbed. The place is destroyed, and Ali runs to the bathroom, but they have found the money she had been saving. She goes to Jack’s apartment, and is crying on his doorstep when he gets home. He lets her in and gives her the phone, saying she can call anyone, including long distance. She tells him she has no one to call; he figures out that she did not want to use his phone, but needs a place to stay at the moment. Ali says it will be just for the night, until she can figure something out in the morning. Before Ali goes to bed, she hears Jack playing a song on his keyboard. It’s his song and she tells him it’s beautiful.
The next morning, it is pouring down rain when Jack wakes up. He goes out to the kitchen where Ali is making coffee in a long t-shirt (and he’s checking her out). She offers him breakfast and then sees a picture of him and a girl. She asks if it’s his sister; he replies “fiancée,” and she’s a little taken aback. Ali thought he was gay because of the eyeliner. Realizing she’s not wearing much, and he’s not gay, she runs to go put on pants and more clothes. Ali wants to leave because he’s got a fiancée and it’s not appropriate. She walks out in the rain to the bus stop; he follows her, tells her it’s pouring and then picks her up and brings her back in. He gets a call from his fiancée, Natalie, and takes it into the other room. (His fiancée is in a play in New York.)
The next few scenes are Ali as a back up dancer and her time living with Jack (she’s on the couch). One day, Jack is getting out of the shower, but cannot find any towels in the bathroom. He gets frustrated about the lack of privacy and hands her the apartment listings page. He then reveals that Natalie is in New York another 3 months, and he’ll need a little help with the rent in LA. As Ali is contemplating other apartments and Jack is trying to get her to stay, they work out a proposal with her getting the bedroom and the closet (friends just helping each other out).
Back at the club, Tess and Vince are arguing about finances again, with Vince trying to convince Tess to sell. Nikki shows up late and intoxicated; Tess tells her that Ali will do her number. Ali doesn’t want to step on any toes (not to mention her and Nikki do not get along) but Tess tells her to change. Nikki goes up to the DJ booth and tells the DJ that Tess wants to see him. The DJ starts the song (vocals, since the girls are lip-sync) then leaves. Ali and the dancers start the song (“Tough Lover”), but Nikki pulls the CD player connection and everything goes silent. Ali and the dancers aren’t sure what to do, so Sean tells them to lower the curtain. But Ali starts belting out the song and Tess says to send the curtain back up. Her voice stuns everyone in the club, including Marcus, who’s enthralled. The band backs up Ali, and they continue the number.
The curtain closes and everyone is congratulating Ali. Tess tells Ali she had no idea she could sing like that and she is going to rewrite the whole show on live singing. Nikki is incredulous, reminding Tess of her phrase “they don’t come here to see us sing,” to which Tess responds that people will come to hear Ali sing.
After the show that night, some of the girls, Ali, Sean, and Jack are laughing at the bar, impressed with how she did. They decide to go get pizza and the girls and Ali leave. Sean can tell that Jack likes Ali and even though Jack has a fiancée, Ali is beautiful inside and out. (And that Jack’s phone calls to Natalie consist of her talking about her, her, and her.) He tells Jack not to miss an opportunity.
The next few scenes are of Ali doing a number of songs (and making fun of Nikki) and her increasing popularity. One night after the show, she goes to find Jack to go find dinner, but he has to do inventory. Ali says she will just get a ride with Coco (another dancer). Marcus eavesdrops on the conversation, so when she goes to leave, he invites her out by stealing her bag. They drop by his party where she sees someone with a pair of Louboutin shoes she really likes, and he flirts with her on the balcony, though she calls him out on it. He explains that he’s got one of the best views in LA because he bought the “air rights” around the hill, so people cannot build more than one or two stories in the area (important later).
As Ali does more songs, she keeps hanging out with Marcus, who gives her a pair of the Louboutin shoes she likes, and gets into the apartment later and later. Jack takes the bedroom back since she comes in so late. One morning she is on the couch, Jack starts making coffee (and loudly grinding the beans) at 6am. They argue and he says he is worried about her spending time with people like Marcus. (A little earlier in the film, when Tess teaches Ali how to do makeup, Tess expresses the same sentiment.)
After a late night at the club, Tess is in her office talking with Sean, She has 2 days to pay her loans/finances or she loses the lounge. Sean tries to comfort her and eventually gives her some clothes to mend. Before she leaves the club she sings the song “You Haven’t Seen the Last of Me.” In the parking lot, she runs into Nikki. Nikki is drunk, and is still furious about Ali; she tells Tess that she slept with Vince the night after their honeymoon. Nikki quits and as she drives off, Tess breaks a window on Nikki’s car with a crowbar.
Everyone is together for the wedding for a pregnant Georgia and Damon. Tess and Sean dance together, reminiscing about their friendship (and one night in Tahoe). Sean and Coco are at a table later, and Coco remarks that the DJ is cute, and seems to be checking her out (or is he?).
During the reception, Jack is on his phone, arguing with Natalie. She wants to stay in New York, he wants to talk about their future, and they call it quits over the phone. Ali and Jack make eye contact all night and eventually dance; Jack tells Ali he’s a single man now.
They go back to the apartment and Jack is plastered, continually running into the lamp (he finally tells it to stay). He tells her goodnight and shuts the doors to the bedroom; they open a bit later and he’s standing in printed pajamas (from his mom). He tells her he forgot to lock the door. He goes back to his room and shuts the doors; again they open and he’s just wearing his pajama bottoms. He goes to get water because he doesn’t want a hangover. He goes back to his room and shuts the doors; he comes out again, though this time not wearing anything. He strategically crosses the room and gets some cookies because he’s hungry, essentially wearing the cookie box on his way back.
Once he’s back in his room, Ali gets up to change, and Jack comes back out wearing pants. They kiss and sleep together. (Scenes of them together are mixed with Ali’s song “Bound to You”) The next morning, Natalie (Dianna Agron from “Glee”) arrives at the apartment, and finds Ali and Jack in bed together. She throws a fit (saying they aren’t over, no one breaks up over the phone with her) and starts repeating what Jack once said about Ali (she’s nobody, just staying on the couch, etc), which hurts Ali. Jack, caught in the middle, effectively kicks Ali out and she leaves.
She goes to Sean’s house and the DJ from the wedding answers the door. She says she must have the wrong place, and explains she’s looking for Sean. The DJ says he thought his name was John. Ali and the DJ walk to his room and she says it’s him. He wakes up and introduces her to Mike; the DJ tells him close, it’s Mark, but he thought his name was John. Ali offers to go make coffee.
While Ali is in the kitchen, she gets a call from Marcus, who invites her over. She leaves for his house. As Mark (the DJ) is leaving, Jack pulls up to Sean’s house. Mark says she left hours ago for Marcus’ place. Sean tells Jack that opportunities are limited as Mark is leaving. He then invites Mark to stay for lunch, which he does.
Ali is walking through Marcus’ house while he is on the phone. She sees a model of high rises, realizing that it is in the same place as the Burlesque Lounge. She asks him about the model and cannot understand why he would want to get rid of the lounge. He tells Ali that she can sing anywhere, but she tells him that he is the wrong guy if he thinks that way.
Back at the lounge, Tess is walking up to her office with a bottle of Patron and she tells Sean that it’s a sign of how well talking with the banks went (to get loan extensions). Ali walks in and tells Tess that Marcus wants to buy and tear down her club to build office space. She wants to tell Tess she has an idea for saving the club but Sean tells her it is not a good time. Ali yells at Tess in her office that she never listens to anyone and she should listen just this once.
Next we see Ali and Tess going across the street to the high rise from the beginning of the movie. They sit down with the developer and quiz him on the views from the condos, as well as his selling price for each one. They then reveal that another developer wants to buy the Burlesque Lounge and put a 20-story office building there, effectively ruining the views of the condos. Ali and Tess convince the developer to purchase the “air rights” above the lounge for a nice price.
Back at the club, Tess buys out Vince’s stake in the club with the money from the air rights. Nikki wants to come back to the lounge and Tess gives her a job. Nikki says she never slept with Vince, she just wanted to hurt Tess and she knows she crossed a line. Nikki and Ali come to understand each other, although they don’t speak.
Up at her makeup mirror, Jack comes and apologizes to Ali. They kiss and make up, and they come up with a new proposal for the apartment (since that’s what friends do for each other). Jack tells her he’s finally finished a song (a running dialogue with them throughout the movie). She asks if she can hear it; he tells her no, but she can sing it.
The last song of the movie is Jack’s “Burlesque” song and dance number, with both Nikki and Georgia back.
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