Queenie wonders where her friend Kate is, and Burrs expresses his dislike for her. Eddie, a successful black boxer and his white wife Mae talk of their marriage ("Eddie and Mae"). Dolores, a faded star, hints to Burrs that she knows his secrets, and forces him to introduce her to Gold and Goldberg. The producers are fighting over their name (With Gold wanting to change Goldberg's name to "Golden" to hide their Jewish heritage) and how to become successful ("Gold and Goldberg"). Burrs introduces them to Dolores, who begins to seduce them with her feminine wiles ("Moving Uptown").