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===Act II=== The birthday party scene is reset, and Robert goes to blow out his candles. This time, he gets them about half out, and the couples have to help him with the rest. The couples share their views on Robert β both complimentary and unflattering β with each other as Robert reflects on being the third wheel ("Side By Side By Side"), soon followed by the up-tempo [[paean]] to Robert's role as the perfect friend ("What Would We Do Without You?"). In a dance break in the middle of the number, each man, in turn, does a dance step that is answered by his wife. Robert likewise does a step but he has no partner to answer it. Robert brings April to his apartment for a nightcap, after a date. She marvels at how homey his place is, and he casually leads her to the bed, sitting next to her on it and working on getting her into it. She earnestly tells him of an experience from her past, involving the death of a butterfly; he counters with a bizarre remembrance of his own, obviously fabricated and designed to put her in the mood to succumb to his seduction. Meanwhile, the married women worry about Robert's single status and the unsuitable qualities they find in the women he dates ("Poor Baby"). As Robert and April have sex, we hear Robert and April's thoughts, interspersed with music that expresses and mirrors their increasing excitement ("Tick-Tock"). In some productions, including the original Broadway production, this is accompanied by a solo dance by Kathy.<ref>{{Cite web|date=February 14, 2001|title=Fynsworth Alley: Donna McKechnie|url=https://itsdlevy.me/2001/02/14/fynsworth-alley-donna-mckechnie/|access-date=December 24, 2021|website=David Levy|language=en}}</ref> The next morning, April rises early, to report for duty aboard a flight to [[Barcelona]]. Robert tries to get her to stay, at first wholeheartedly, parrying her apologetic protestations that she cannot with playful begging and insistence. As April continues to reluctantly resist his entreaties, and sleepiness retakes him, Bobby loses conviction, agreeing that she ''should'' go; that change apparently gets to her, and she joyfully declares that she will stay, after all. This takes Robert by surprise, and his astonished, plaintive "Oh, God!" is suffused with fear and regret ("Barcelona"). Robert and Marta visit Peter and Susan, and learn that Peter flew to Mexico to get the divorce, but he phoned Susan and she joined him there for a vacation. Though they are divorced, they are still living together, claiming they have too many responsibilities to actually leave each other's lives, and that their relationship has actually been strengthened. Susan takes Marta inside to make lunch, and Peter asks Robert if he has ever had a homosexual experience. They both admit they have, and Peter hints at the possibility that Robert and he could have such an encounter, but Robert uncomfortably laughs off the conversation as a joke. Joanne and Larry take Robert out to a nightclub, where Larry dances, and Joanne and Robert sit watching, getting thoroughly drunk. She blames Robert for always being an outsider, only watching life rather than living it, and also persists in berating Larry. She raises her glass in a mocking toast, passing judgment on various types of rich, middle-aged women wasting their lives away with mostly meaningless activities ("The Ladies Who Lunch"). Her harshest criticism is reserved for those, like herself, who "just watch",<ref>{{cite magazine|url=http://www.bustle.com/articles/32147-elaine-stritch-the-ladies-who-lunch-performance-is-the-best-way-to-remember-her-video |title=Elaine Stritch "The Ladies Who Lunch" Performance is the Best Way to Remember Her |magazine=Bustle |access-date=July 20, 2014}}</ref> and she concludes with the observation that all these ladies are bound together by a terror that comes with the knowledge that "everybody dies". Larry returns from the dance floor, taking Joanne's drunken rant without complaint and explains to Robert that he still loves her dearly. When Larry leaves to pay the check, Joanne bluntly invites Robert to begin an affair with her, assuring him that she will "take care of him". Robert's reply, "But who will I take care of?" seems to surprise even him, and strikes Joanne as a profound breakthrough on his part. Robert insists he has been open to marriages and commitment, but questions "What do you get?" Upon Larry's return, Robert asks again, angrily, "What do you get?" Joanne declares, with some satisfaction, "I just did someone a big favor". She and Larry go home, leaving Robert lost in frustrated contemplation. The couples' recurrent musical motif begins yet again, as they all again invite Robert to "drop by anytime...". Rather than the cheery, indulgent tone he had responded with in earlier scenes, Robert suddenly, desperately, shouts "STOP!" He sings, openly enumerating the many traps and dangers he perceives in marriage. Speaking their disagreements, his friends counter his ideas, one by one, encouraging him to dare to try for love and commitment. Finally, Robert's words change, expressing a desire, increasing in urgency, for loving intimacy, even with all its problems, and the wish to meet someone with whom to face the challenge of living ("Being Alive"). The opening party resets a final time; Robert's friends have waited two hours, with still no sign of him. At last, they all prepare to leave, expressing a new hopefulness about their absent friend's chances for loving fulfillment, and wishing him a happy birthday, wherever he may be, as they leave. Robert then appears alone, smiles, and blows out his candles ("Finale").
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