Mayor Matilda is cracking down on the immoral behaviour that is now running rampant through the town. She comes upon a couple kissing, and she's stunned to see that it's her precious Dean kissing Lorraine. Dean and Lorraine run off into the night. Matilda promises to throw Chad in jail for what he has done. Ed tells Chad that in order to avoid jail, he should hide in the abandoned fairgrounds just outside town. Chad runs off, and Ed runs off after him. Jim, now dressed like Chad, enters and asks Sylvia if she's seen Sandra. Sylvia tells Jim that he's crazy to fall for a woman like that, and Jim admonishes Sylvia for having grown cold and bitter. Jim gives Sylvia a very surprising kiss, and a stunned Sylvia suddenly falls for him. Soon, everyone in town find themselves escaping to the fairgrounds, searching for someone to love ("Can't Help Falling in Love").