In spite of himself, Ochs is disturbed by "Mariandel's" uncanny resemblance to his nemesis Octavian, and he keeps catching glimpses of strange apparitions in the room. A disguised Annina bursts in, calling Ochs her husband and the father of her (numerous) children, who crowd around him crying "Papa! Papa!" The Baron calls for the police; to his unpleasant surprise, the vice squad treats "him" with suspicion, and Valzacchi is suddenly claiming not to know him. The police inspector asks about the "woman" accompanying him, and Ochs lies that "she" is his fiancée, Sophie Faninal – just in time for Herr von Faninal to arrive, demanding to know why Ochs' messenger (presumably Valzacchi) has summoned him to this disreputable place. When asked if "Mariandel" is his daughter, Faninal retorts in a rage that his daughter is outside. The real Sophie enters, confirming this statement, and her apoplectic father staggers out, leaning on her shoulder.