More needling comments in the living room ridicule Terry's enamourings and obsessions about Shakespeare. When she hears their collective chattering, she attempts to subdue and civilize the "barbarians," like her grandfather had conquered the frontier. She exhorts them, with an inspirational yet scornful fervor, to go beyond wisecracking and being comics, to take things more seriously, to end their negativity, and to quit lamenting their disappointments:

Eve: Well, I don't like to gossip but that new gal seems to have an awful crush on Shakespeare.
Madeline (Jan Wiley): I wouldn't be surprised if they got married.
Mary Lou (Margaret Early): Oh, you're fooling. Shakespeare's dead.
Another girl (Jean Rouveral): No!
Mary Lou: Well, if he's the same one that wrote Hamlet, he is.
Eve: Never heard of it.
Mary Lou: Well, certainly you must have heard of Hamlet!
Eve: Well, I meet so many people.
Madeline: (as Terry enters) Hang on to your chairs girls, we're going to get another load of Shakespeare.
Terry: Is it against the rules of the house to discuss the classics?
Eve: No, go right ahead. I won't take my sleeping pill tonight.
Catherine: It might interest you girls to know that all great actresses knew their Shakespeare.
Another girl: How about their onions?
Catherine: (condescendingly) I fail to see what onions have to do with Shakespeare. If you'd listen to Miss Randall, you might learn something.
Judy: I like Amos and Andy.
Catherine: In my day, we were not only actresses, we were technicians. We learned our trade through the ground up.
Another girl: That's what we should have, a trade.
Another girl: I want to be a Swiss bell-ringer.
Judy: I want to do something with my hands.
Eve: Sit on 'em.
Another girl: You'd get further with your feet. They're bigger.
Terry: The trouble with you is - you're all trying to be comics. Don't you ever take anything seriously?
Judy: If you sat around for a year trying to get a job, you won't take anything seriously either.
Terry: Well, do you have to just sit around and do nothing about it?
Judy: Maybe it's in the blood. My grandfather sat around till he was eighty.
Terry: Well my grandfather didn't and if he and a lot of others hadn't crossed the country in a covered wagon, there'd still be Indians living in Wichita.
Eve: Who do you think's living there now?
Terry: You think you're facing difficulties. What do you think of the men who crossed the Rockies?
One of the girls: Did any of them ever try to crash a manager's office?
Terry: No, but if they'd wanted to, I'm sure they could have and I bet I can too.
Another girl: Maybe she can get through the door with vanishing cream.

The piano player in the group, Olga Brent (Norma Drury), complains about the need for peace and quiet: "Oh stop it. Can't we ever have any peace around here?" Terry pretentiously and authoritatively confronts and challenges all of them to be more upbeat:

Terry: (To Eve) You sound very superior. What have you ever done in the theatre?
Eve: Everything but burst out of a pie at a Rotarian banquet.
Terry: (smugly) You all talk as though the world owed you a living. Maybe if you tried to do something for the theatre, the theatre would do something for you.
Judy: Oh, what theatre!
Another girl: Is there a theatre?
Eve: I don't know. Has anybody looked up the side streets lately?
Terry: It doesn't seem to me that any of you take your work very seriously.
Judy: Well, now that you're here, we're all giving up.
Terry: At least I'm gonna have a try at it. If I can act, I want the world to know it. If I can't, I want to know it.
Eve: Even your best friends won't tell you.
Terry: It would be a terrific innovation if you could get your minds stretched a little further than the next wisecrack.
Eve: You know I tried that once, but it didn't snap back into place.

The two Seattle blind-dates ("lumber gentlemen"), Mr. Dukenfield (Fred Santley) and Mr. Milbank (Jack Carson) arrive to pick up their dinner dates - Judy and Jean. The two out-of-towners chortle together as Dukenfield remembers Judy from her youth in his hometown, but she is eager to quickly spirit them out the front door, away from the inquisitive eyes of all the girls in the living room:

Dukenfield: I'm known this little gal since she was that high - in pigtails.
Judy: (putting on her coat) Well, let's skip that.
Dukenfield: In those days, nobody ever thought that Pete Jones' daughter would be an actress.
Judy: And the odds are still the same.

In the middle of all the jovial laughter, Judy speaks out of the corner of her mouth toward Jean: "Don't start anything here or I'll wrench your back." After her feisty friend has taken one cursory look at the rubes, she agrees with Dukenfield that he has a sense of humor: "Yes, I can tell by the size of your shoes." She has further condescending remarks: "Why didn't they wear their overalls?...What do you do? Tear down the trees with your bare hands?...Let's go to Central Park. There are a lot of trees there and we can all hang by our tails and eat cocoanuts." As the "pleasant little foursome" leaves, Eve predicts "a hatchet murder before the night's over."

Later that night, Jean returns to her room - limping from a night on the town with the "Seattle Romeos": "They not only jump on ya, but they bore ya to death." She finds Terry sitting up in one of the twin beds, reading by the light of a small lamp. After griping about their embarrassingly dumb topic of conversation that night - wood - Jean pauses: "What am I telling you all this for?" Terry's call for a truce falls on deaf ears:

Terry: Oh why not? We're going to share the same room. Why not share our troubles?
Jean: We started off on the wrong foot. Let's stay that way.
Terry: Don't you ever get tired of quarreling?
Jean: What's the matter, can't you take it?
Terry: Oh yes, I can take it if you want it that way.

Terry asks a "very humble question" about how to get some fresh air in the room, and Jean suggests: "In the summertime, we do without it entirely. This time of year, we usually open the windows." Terry raises the window shade, letting in the noisy city street sounds of trolleys and car horns. A giant, flashing neon electric sign blinks on and off outside their window:

Terry: What do we do about the sign?
Jean: Just leave it there.
Terry: Don't those blinking lights keep you awake?
Jean: They will if you lie there and try to outblink them. We usually use these. (She pulls out a sleeping mask.)
Terry: What do I do with this? Put it over my eyes?
Jean: (drolly) No, you swallow it with a glass of water.
Terry: That's a very ingenious idea - thanks.
Jean: Don't get sentimental.
Terry: Do you go to sleep right away?
Jean: Sure, what do you go to bed for?
Terry: Well, I thought we might talk.
Jean: I've had enough talk for one evening. (She clutches a limp, blonde doll.)
Terry: (with her sleeping mask covering her eyes) I suppose you wonder why I'm living here.
Jean: Maybe I am. Why don't you sell some of those clothes and live in a decent place?
Terry: Isn't this a decent place?
Jean: No.
Terry: Besides. I've always longed to live in an atmosphere like this.
Jean: (while adjusting her sleeping mask and positioning the doll next to her in bed) I bet you haven't seen atmosphere. Wait 'til about five o'clock in the morning when those garbage trucks start around.

After a brief dig at Terry's privileged, heiress status ("having a grandfather" or sugar-daddy), Jean attempts to drown out any further talk: "Write it on a piece of paper and I'll read it in the morning."

The next scene opens during a chorus-line dance rehearsal of about two dozen girls - arms linked and kicking in tandem to tinny piano music. The splendid and dignified Broadway producer Anthony Powell enters the back of the dance studio, wearing a bowler hat and suit - the skirt-chaser shoots a lascivious look at the figures of some of the young ladies as they exit. He tells the dance director that he's looking for "an angel" for a future production: "You haven't seen any flying around here, have you?" A few minutes later, while the tall and lanky Annie and Jean practice their tap-dance routine together, Powell shows a definite interest and inquires: "Who's the little blonde?" Taken by her, he marches over to them to get closer, but Jean feels uneasy under his attentive gaze and staring and sarcastically responds with repeated prickly, off-handed barbs:

Powell: You girls rehearsing for a musical?
Jean: No, we're just getting over the DTs.
Powell: Nice routine you've got there.
Jean: (wryly) I hear yours isn't so bad either.
Annie: Oh, we haven't come to the best part of it yet.

Jean tap-dances off the stage, leaving her partner to speak with the influential boss, who asks: "What's the matter with your girlfriend?" Awkwardly nervous, Annie drops a hint that they're "waiting for someone to discover us...a high-club engagement - something like the Grotto, you know."

Back at the Footlights Club, Judy reads from a "cheerful letter from home" - "Pa got laid off, my sister's husband has left her, one of my brothers slugged a railroad detective." The cynical girls stroll out of dinner, again criticizing the food:

How'd you like that vegetable soup tonight?...If it had been a little thicker, it would have made nice hot water...If she tries to serve it again, I'm gonna bring a bar of soap to the table and wash out a few stockings...She must have gotten that meatloaf from the Smithsonian Institute...I wonder what was in it...I don't want to know...By way of variety, let's complain about the food.

Annie chastises Jean for her lack of enthusiasm toward Powell's interest in them: "She runs out on him like he was a bed of poison ivy...You should be glad he looked at you at all." Strumming on a discordant ukulele to drown out her partner's complaints, Jean explains her discomfiture with and avoidance of the lecherous male producer:

Jean: He makes you feel like you ought to run home and put on a tin overcoat.
Annie: Listen, don't forget I'm part of this team and if you think I'm practicing up just to run away from managers, you're crazy.
Jean: Oh, you're interfering with my art. He wasn't looking for an act. He was putting one on.
Annie: You ought to stop at a filling station and get pumped up.
Judy: She ain't exactly a flat, dearie, just a slow leak.
Olga: If it's not food, it's men. Can't you talk about anything else?
Judy: And what else is there?

To save her pride over her poverty, Kaye explains to Jean why she doesn't eat at the boarding house: "Some friends of mine are in town, and I've been seeing quite a bit of them lately." Jean trades more stinging insults with Linda - "a dust storm blowing up" - who appears on the stairs in a luxurious mink coat, a present from "Aunt Susan" (Anthony Powell):

Jean: Hey, that's a kind of good-lookin' piece of jackrabbit you got there.
Linda: Oh, it's just a little trinket my Aunt Susan sent over.
Jean: Say, I think it's very unselfish of those little animals to give up their lives to keep other animals warm.
Linda: You know, they're very smart little animals. They never give up their lives for the wrong people.
Jean: Well, you understand the rodent family much better than I do. Incidentally, I saw your Aunt Susan today and I think you show much better taste than he does. Of course, it doesn't make much difference. You can be thinking of a bright remark while I answer the telephone.

The phone call is from the manager of the Club Grotto, where (unbeknownst to her) Powell's influence has secured a job for both Annie and Jean - an opening in the floorshow. After hanging up, she is jubiliant: "Call out the Marines, kids. The Depression's over!" In the parlor, Eve jokes about Jean's enthusiasm: "She hasn't worked in so long, if she does get the job, it'll practically amount to a comeback." Kaye and Terry observe the "three-ring circus" atmosphere, and then Terry ponders the girls' hatred of her as a newcomer. In a tribute to her fellow actresses, Kaye (who reflects her own broken heart) sees the girls' relentless joking as a means to mask their sadness, "to keep up their courage and hide their fears":

Terry: They don't seem to feel the same way about me, though.
Kaye: Oh, you mustn't mind them.
Terry: I'm beginning to feel that there's something definitely wrong with me.
Kaye: You're different, that's all.
Terry: Well now why. I eat the same food, I sleep in the same kind of bed, I've even got a crease across my back from that lumpy mattress, and I'm doing my best to pick up their slang, though I'm not so hot. How's that - 'Not so hot.'
Kaye: They'll get to understand you after a while. Maybe you'll get to understand them a little better.
Terry: Oh, I suppose so.
Kaye: They do make a lot of noise, but it's just to keep up their courage and hide their fears.
Terry: Well now, what have they got to be afraid of? Certainly they're young enough to have courage.
Kaye: Young enough to have fears too. You saw how excited Jean and Ann got just now and that wasn't a job even - just the prospect of one. You don't know what it means waiting and hoping that some manager will interview you.
Terry: Well, at least you don't have that worry. I saw you in that play last year. You know you're a good actress.
Kaye: (sighing) I'm not so sure anymore. How do you know who is an actress and who isn't? You're an actress if you're acting. But you can't just walk up and down a room and act. Without that job and those lines to say, an actress is just like any ordinary girl trying not to look as scared as she feels.