Fat Sam hires Bugsy to accompany him to a meeting with Dandy Dan. The meeting is a trap, but Bugsy helps Fat Sam escape. Gratefully, Fat Sam pays him $200. Bugsy and Blousey reconcile and have a romantic outing on a lake; Bugsy promises to take her to Hollywood. When he returns Sam's car to the garage, he is attacked and his money is stolen. Bugsy is saved by Leroy Smith, who assaults the attackers and drives them away. Bugsy realizes that Leroy has the potential to be a great boxer. Bugsy introduces Leroy to Cagey Joe and helps him train ("So You Wanna Be a Boxer?"). Fat Sam again seeks Bugsy's aid after Knuckles is accidentally killed by a malfunctioning splurge gun prototype. Bugsy resists, but Fat Sam offers $400, enough money to keep his promise to Blousey. Blousey is disappointed when she learns that Bugsy hasn't bought the tickets to California yet ("Ordinary Fool"). Bugsy and Leroy follow Dandy Dan's men to a warehouse, where the guns are being stashed. The two of them can't take the place alone, so Bugsy recruits a large group of down-and-out workers at a soup kitchen ("Down and Out").