Charles realizes Ella has not seen the sun for thirteen years, but she replies that she remembers ("I Remember"). Charles has fallen in love with Ella; as he plays cards with members of the group, he has a quiet duet with Ella ("When"). Ella finally decides to leave with Charles ("Take Me To The World"). Charles is initially reluctant to leave his now-comfortable life, but then understands that he loves Ella more than poetry. Mrs. Monday and the others hear their plans, and they call the Dark Men, as Ella and Charles try to escape.