Queenie and Black meet up and find their attraction growing stronger ("Tabu"). Queenie asks him to show her how he picks up ladies, and his hypothetical soon turns into a real proposition ("Takin' Care Of The Ladies") and he pulls her up to dance ("Tabu Dance"). Kate and Burrs notice how close Queenie and Black are becoming, and Burrs wonders about the demise of fidelity ("Wouldn't It Be Nice?"). Queenie tells Black of her troubled existence, wondering why she was born ("Lowdown-Down"), as Burrs hypes up the party with Gin ("Gin").