Mabel is very successful and becomes a major star. Later, along with Mack's two accountants, Kleiman and Fox, who are helping to finance his projects, the film company moves to a new, larger studio, in California. Lottie and the rest of Mack's film crew, who include the comedian Fatty Arbuckle, eagerly fantasize about moving up in the world, ("Big Time"). Meanwhile, Mabel has become attracted to Mack. While she is reciting an improvised poem, Mabel invites him into her train compartment for a meal. Things escalate, and Mabel persuades a very reluctant Mack to take part in a mock wedding ceremony. But Mack has no time for romance ("I Won't Send Roses"). He and Mabel sleep together, but Mack wakes up horrified and leaves in a hurry. Mabel, now in love with Mack, resolves to do things her way ("I Won't Send Roses" (Reprise)).