At a rehearsal, Paul is passed a note from Helen claiming good news. She asks to see him immediately, but he crumples the note and continues with the rehearsal of the "Carmen Fantasie" (adapted for the film by Franz Waxman from Bizet's "Carmen"). At Teddy's Bar, Helen becomes increasingly drunk, and she is unable to tolerate the house pianist's performing "Embraceable You". Paul arrives to take her home. He repeatedly tells her he wants to marry her but she tries to dissuade him, even as she declares how much she loves him.