Act Two begins with fitness queen Brooke Wyndham and her fitness team's workout video, which is being viewed by Elle, Callahan, Emmett, Vivienne, Warner, and Enid ("Whipped Into Shape"). Callahan tells the legal team that Brooke is accused of murdering her billionaire husband. At the jail, the legal team is unable to get Brooke to tell them her alibi and she refuses to plead guilty. Upon learning that they were both Delta Nu sisters, Brooke then privately tells Elle her alibi: Brooke was getting liposuction, which, if the public finds out, could destroy her fitness empire. She makes Elle promise not to tell anyone ("Delta Nu Nu Nu"). Because of Elle's loyalty to her client and refusal to state the alibi, Elle, and consequently Emmett, are shunned by the group. To cheer Emmett up and to increase his chances of impressing Callahan, Elle gives him a makeover ("Take It Like A Man").