Queenie refuses to let Burrs make up her mind ("What I Need") and leaves with Black. Burrs wonders how many other women could make him feel the way she does, before concluding it is just her ("How Many Women In The World?"). Gold and Goldberg tell him they had no intention of taking him uptown with them, and he begins to put on his vaudeville makeup. Dolores recounts how she used to love the dark, but now she loves the cold hard light that spares no one. She enjoys knowing who has the stuff and who doesn't to survive ("When It Ends").