Nolie's parents are frustrated by how little they know about what her husband does (he is a gambler), but Nolie assures them that everything is great. Gaylord appears, and sings "Why Do I Love You?" with Nolie, which her parents reprise afterwards. The scene jumps ahead to Chicago 1904, where we learn that Nolie is broke and alone. Ellie and Joe offer to give her a job at the Trocadero Club. This scene shows the hardships that have fallen upon Nolie since her time on the boat due to Gaylord's gambling problem. Gaylord stops at their daughter's convent school one last time before he leaves for good, and sings "Make Believe" to her.