- Kathryn Grayson - Lilli Vanessi/"Katherine (Kate)"
- Howard Keel - Fred Graham/"Petruchio"
- Ann Miller - Lois Lane/"Bianca"
- Tommy Rall - Bill Calhoun/"Lucentio"
- Keenan Wynn - Lippy
- James Whitmore - Slug
- Bobby Van - "Gremio"
- Bob Fosse - "Hortensio"
Fred Graham and Lilli Vanessi, a divorced couple, meet at Fred's apartment to hear the score for the Ron Randell musical version of "The Taming of the Shrew". Lois Lane, who is to play Bianca, arrives and sings "Too Darn Hot". Lilli almost decides against performing in the show, as she fears it might interfere with her honeymoon. But when she overhears Cole and Fred promising Lois the part, she decides to play Katherine after all.
Lois' boyfriend, Bill Calhoun, is playing Lucentio in the musical but, in between rehearsals, he leads a gambling lifestyle, which results in him owing a local gangster $2,000, but he has signed the IOU in Fred's name. Lois laments Bill's bad-boy lifestyle, but Bill's winsome charm soon wins her over, and she forgives him. Meanwhile, after a fiery confrontation during rehearsals, Fred (who is also directing the show) and Lilli get together in Lilli's dressing room, and reminisce about happier times, singing "Wunderbar" from a show they did together. Fred later sends flowers to Lois but his butler gets confused and gives them to Lilli instead. Lilli is overcome by this romantic gesture and falls back in love with Fred.
The show gets underway, with Fred, Lilli, Lois and Bill dressed as a group of traveling entertainers. The main body of the play is their enactment of Shakespeare's "The Taming of The Shrew" - the script is largely the same as Shakespeare's, but interspersed with Cole Porter's songs. In the play, Bianca, the younger daughter of Baptista, a Paduan merchant, wishes to marry, but her father will not allow it until his elder daughter, Katherine, is married. Bianca has three suitors – Gremio, Hortensio and Lucentio – and each of them try to persuade her to choose him as her husband. She is prepared to marry anyone.
Lucentio's friend Petruchio arrives in Padua, seeking a wife, and when he hears of Katherine, he resolves to woo her. Katherine, however, hates the idea of getting married. Petruchio serenades Katherine. Lilli is so moved by Fred's heartfelt delivery of the song, that she can't resist reading the card that came with the flowers, having placed it next to her heart. She sees that it is addressed to Lois, and attacks Fred mercilessly on stage, ad-libbing verbal abuse. As the curtain comes down, Fred has had enough, and spanks Lilli.
Lilli resolves to leave the theatre with her fiancé, Tex Calloway; she phones him and tells him to pick her up. Meanwhile, Lippy and Slug, a pair of gang enforcers, arrive to collect Bill's IOU from Fred. Fred decides to accept the IOU and convinces Lippy and Slug that he needs them to help keep Lilli from leaving so the show will be successful enough for Fred to afford the debt. Lois, in the meantime, learns that Fred has taken responsibility for the IOU and she comes to thank him, but each time she begins to thank him for not being angry about Bill forging his name, Fred kisses her to prevent Lippy and Slug from learning about his deception. Lilli and Bill both walk in on the scene and become furious.
In order to keep Lilli from leaving, Slug and Lippy appear on stage, disguised as Petruchio's servants. They have no acting ability, but still manage to amuse the audience. In the play, Petruchio sets about "taming the shrew", by refusing to let Katherine eat, or sleep in a comfortable bed. Petruchio, however, is unhappy with his new married life, and reminisces about his days of philandering, and his many previous girlfriends.
At Lilli's request via the phone earlier in the evening, Tex arrives with an ambulance, and Lilli finally escapes her tormentors and the pair prepare to leave. But Fred befriends Tex in the hopes of delaying their departure. Tex is recognized by Lois, with whom he once went on a date. Although Tex claims she has mistaken him for someone else, Bill is angered by Lois' behavior. Lois admits that though she loves Bill, she cannot resist the advances of other men. It turns out her morals are even looser than Bill's.
Fred's (Bill's) gambling debt is resolved by the untimely death of Mr. Hogan, Slug and Lippy's boss. Lilli succeeds in leaving the theatre, saying farewell to Fred. Fred thinks that she belongs in the theatre, and tries in vain to stop her from leaving. After her departure, Fred is dejected, but Slug and Lippy manage to cheer him up.
The last part of the play begins with Bianca finally getting married to Lucentio. Gremio and Hortensio are put out, but two other girls appear and each couple has their own dance sequence in the next song. At the finale, the show is halted when Lilli's understudy, Jeanie, goes missing. Suddenly, Lilli appears on stage and recites Katherine's speech about how women should surrender to their husbands. Fred is bowled over, and the show reaches its triumphant finale giving the impression that Fred and Lilli will once again get together permanently.
- "So in Love" - Lilli and Fred
- "Too Darn Hot" - Lois
- "Why Can't You Behave" - Lois
- "Kiss Me, Kate" - Chorus
- "Wunderbar" - Lilli and Fred
- "So in Love (Reprise)" - Lilli
- "We Open in Venice" - Lilli, Fred, Lois, Bill
- "Tom, Dick or Harry" - Lois, Gremio, Bill, Hortensio
- "I've Come to Wive it Wealthily in Padua" - Fred
- "I Hate Men" - Lilli
- "Were Thine That Special Face" - Fred
- "Finale Act One (Kiss Me, Kate)" - Chorus
- "Where Is the Life That Late I Led" - Fred
- "Always True to You in My Fashion" - Lois and Bill
- "Brush Up Your Shakespeare" - Slug and Lippy
- "From This Moment On" - Lois, Bill, Hortensio, Gremio
- "Finale" - Fred and Chorus