Rehearsals are now represented by a kaleidoscope of multiple images of blurred, super-imposed, rotating and kicking legs and bobbing, female faces. The limbs and faces reflect the impersonal nature of the group that is being driven to the limits of its endurance. With shirt sleeves rolled up and a handkerchief gripped in his hand, a hoarse-voiced Marsh is still totally unsatisfied with their work after almost five weeks of rehearsals:

The curtain's just come down. It's the end. And is this what you call a finale? What is this, amateur night? Have we been rehearsing for five weeks or did I dream it? The show's ragged...May I remind all you shining lights that this is the company that opens tomorrow night. I am in the right theatre, am I not? This, this is the Pretty Lady company, isn't it, the all-star show that opens in Philadelphia tomorrow night?

Chorines Ann and Lorraine aren't very excited about going to Philadelphia, and joke about the City of Brotherly Love noted for its sobriety:

Lorraine: Philadelphia P. A.
Ann: Yeah, and on Sundays, it's P. U.

A temperamental Dorothy is stunned after learning that the show will open out-of-town in Philadelphia instead of Atlantic City, fearing that geography will place her back near Denning:

Dorothy: Julian, you mean Atlantic City, don't you?
Marsh: I mean Philadelphia. Train leaves at one p.m., Penn Station. Full dress rehearsal at four o'clock, Arch Street Theatre.
Dorothy: But I-I don't want to go to Philadelphia!
Marsh: Who does? We couldn't get the house in Atlantic City.
Dorothy: But why Philadelphia?
Marsh: Well, when you become stage director, we'll open in your apartment if you say so - but right now, it's Philadelphia.

After arriving in Philadelphia, unloading some of the crates, and preparing backstage props, an elegantly-dressed, satin-gowned, long-gloved Dorothy performs her signature torch song: "You're Getting to Be A Habit With Me" (some of the song's semi-scandalous lyrics compare her love to drug addiction). Filmed from an audience's perspective across the top of the orchestra pit, she performs her song and a soft-shoe dance number with four chorus boys in front of the dance curtain:

...Every kiss, every hug
Seems to act just like a drug
You're getting to be a habit with me
Let me stay in your arms
I'm addicted to your charms
You're getting to be a habit with me
I used to think your love was something
That I could take or leave alone
But now I couldn't do without my supply
I need you for my own
Oh I can't break away, I must have you every day
As regularly as coffee or tea
You've got me in your clutches and I can't get free
You're getting to be a habit with me
I can't break it
You're getting to be a habit with me

The song concludes oddly with Dorothy escorted off-stage, not by one of the four handsome chorus boys, but by a loin-clothed Mahatma Gandhi-like character.

After the rehearsal's finale number, the curtain descends, and some of the cast sinks to the floor, exhausted. Weary and depressed, Marsh has a few words to say: "It's not good. It's not bad," and then encourages everyone to take their minds off the show and get out - until ten o'clock the next morning:

But I want you to come back tomorrow to give the best performance that you ever gave in your lives.

Peggy attends a company-wide chorus party (held at the Congress Hotel in Room 1061). On his way out of the theatre with Lorraine, Andy is summoned by director Marsh, now low-key and forlorn:

Marsh: Right now, I'm a sick man. They told me I was sick when I started but I started anyway. Andy, I'm gonna finish and I'm gonna have a show. I know what they'll say. They'll like it. They've got to. They'll say Marsh is a wizard. He turns 'em out like clockwork. The guy isn't human. He's a machine. Well, I'm not a machine, Andy. For the first time, I'm counting on someone else. I've got to. I'm counting on you. Tomorrow night, we're gonna give 'em a show.
Andy: The greatest show Julian Marsh ever put on.
Marsh: (propositioning) What are you doin'? Got a date tonight?
Andy: No. (He turns and sees Lorraine still impatiently waiting)
Marsh: Come on home with me, will ya? I'm lonesome.
Andy: Sure.

Out in the side alley next to the theatre, Denning encounters Peggy and immediately invites her to a "nice cozy little midnight supper(s) one reads about." Peggy demurely apologizes for being unavailable, but accepts his accompaniment in the taxi to the hotel. Misinterpreting Peggy and Denning's departure together, Dorothy (on the arm of an amorous Abner Dillon) becomes disgruntled and insanely jealous during her own taxi-ride to her pre-opening party being held in her own suite (Room 831):

Abner: Don't just bein' with me cheer you up?
Dorothy: Oh tremendously. I'm practically hysterical right now.

During Dorothy's hotel party, a braggadocio Abner acts boisterously foolish. Dorothy gets drunk and feisty toward both Abner and her playwright, and eventually retreats angrily. Offended, Abner thinks he's being taken for a "sucker" - which he is - and Dorothy re-appears to forcibly eject him from her hotel room:

Dorothy: Let me alone. You're not funny to me tonight.
Abner: I've got a half a mind...
Dorothy: Ah, you're telling me?
Barry: What's the matter with ya? Do you want to cramp your act?
Playwright: In a star, it's temperament. But in a chorus girl, it's just bad taste.
Dorothy: What is this, target practice? Why can't you let me alone? Wisecracks - I'm sick of them. (To Abner) I'm tired of you. Tired of all of you - do you hear? (She storms into her bedroom)
Annie: (drunkenly to Abner) You know, you'd better hop on your kiddie-car and go back to Cleveland. (A loud hiccup). Excuse me, it's the tight shoes.
Barry: (To Annie) Shut up. (To Abner as he barges into Dorothy's bedroom) Where are you going?
Abner: Maybe little Dorothy needs me.
Barry: Are you going to be a sucker for that?
Abner: Sucker! Now you listen to me, Barry! Seventy thousand dollars is a lot of money to pay for a pack of insults. So that's what you've been calling me behind my back! Sucker, eh? Well, I ain't a sucker for anybody, see? Dorothy Brock don't mean nothing to me. If it hadn't been for me, she wouldn't have had a show to star in. She'd better not try to give me the air now. Now.
Dorothy: So that's it, is it, you small-town big shot?...So I'd better not give you the air, eh? Well, that's exactly what I'm giving you right now! Now get out of my rooms, you - you sucker! GET OUT!
Abner: Try and make me! (Dorothy slaps him across the face twice and as she throws him out, heaves champagne glasses at his retreating shape.)

After the disastrous party in her suite, teary-eyed Dorothy locates Denning by phone and calls him, pleading: "I've got to see ya...Please don't ask me why. Just come quickly, please!" In another room in the hotel, Marsh is taking some pills with a glass of water when producers Jones and Barry burst in with an offended, drunken Abner who babbles: "Dorothy's out of the show! Definitely once and for all, she's out." Abner wants to withdraw his backing, but Marsh eventually convinces him, with flattery and charm, to remain with the show if Dorothy will apologize to him:

Marsh: Say, what is this, a game? You can't do it!
Abner: Oh no?
Marsh: Brock's in my show to stay, and that's final.
Abner: (drunkenly garbling) If Dorothy stays in, this show don't open tomorrow night. That's final.
Marsh: Why you pot-bellied sap!
Abner: I resent that.
Marsh: You've got $70,000 sunk in this show already. And you're gonna toss that away, just because of a dame?! Any dame!
Abner: That's my funeral, ain't it?
Marsh: Yes, and a funeral of 200 other people besides - chorus girls, boys, electricians. You wouldn't be that mean, would you?
Abner: (reconsidering) Well, I think she ought to apologize.
Marsh: Why of course she'll apologize. Brock isn't like that! She'll be sorry by morning. I wish you wouldn't take it like this, Mr. Dillon. Why, do you know that back in New York, they're calling you the angel of Broadway.
Abner: No!
Marsh: Sure.
Abner: Are they? Well, I guess maybe I can overlook it - if she apologizes - but it must be tonight. That's final!

After being endlessly "pawed" by a drunkenly-amorous and persistent Terry in the party on the tenth floor of the same hotel, Peggy hides in the corridor hallway and then slips downstairs a few flights. There, she finds Denning and producers Jones and Barry all converging outside Dorothy's room. Dorothy draws Denning into her room with an aggressive kiss. Wide-eyed Peggy overhears the producers tell each other that they'll have Marsh get Pat out of the way a second time: "We fixed him once before and we can do it again. Let's get Marsh." When she knocks firmly on Dorothy's room door to warn him with what she heard, Dorothy answers in a staggering, drunken state, and gets jealous:

You can't leave him alone for five minutes, can you?

Before Peggy can tell Pat her warning, Dorothy screams: "You want him for yourself, but you're not gonna get him!" When Pat attempts to restrain Dorothy in his arms as she attacks Peggy, Dorothy falls and badly twists and sprains (and possibly breaks) her ankle - one day before show opening! The house doctor and Marsh arrive shortly after - and the director is stunned: "A broken ankle, huh - it's too bad it wasn't her neck!"

The next morning, Marsh announces that he has cancelled the first evening's performance. But according to Abner Dillon, "he's got everything fixed." Dillon appears and announces that he has chosen a new leading lady for the lead role to replace Dorothy - 'Anytime' Annie:

Your new leading lady folks - I guess I saved the day all right this time.

Marsh is willing to use Annie, but in a hasty conference (during which Abner holds Annie's Pekinese dog), Annie changes her mind (unaccountably giving up her own chance at stardom) and altruistically recommends that Marsh use the only girl who can truly carry the show - green young understudy Peggy Sawyer:

Annie: Abbie, all those things sounded swell at breakfast, but I ain't got a chance of carrying this show. I know that as well as you do, maybe better.
Marsh: Well, I appreciate your honesty.
Annie: That's swell, cause listen. You've got somebody in this outfit who can carry your show. A great little trooper. Honest, Mr. Marsh.
Marsh: Don't you think I'm capable of selecting my own cast?
Annie: Sure, but you'd never pick this one. And I'm telling you she can swing it. How can you lose? All you gotta do is try her.
Marsh: Who is she?
Annie: Sawyer...Yes, Peggy Sawyer.

Because he has no other choice and he only has five hours to remodel her and work with her on her acting, singing, and dancing, Marsh decides to give Peggy a chance and calls her in.

Marsh: You know the songs and dance routines? Do you think you can play the lead tonight?
Sawyer: The - the lead?
Annie: Sure you can, honey. Don't let him scare ya.
Marsh: All right, I'll give you a chance - because I've got to...I'll either have a live leading lady - or a dead chorus girl. Now get out of here, all of you. And I don't want anybody in for the next five hours.

A left-to-right wipe enters into an acting session in the marathon rehearsal. Right at first, Peggy can't seem to give her opening speech the right amount of feeling and meaning: "Jim, they didn't tell me you were here. It was grand of you to come." With a demonstration of method acting, Marsh embraces and kisses her during the rehearsal to show her how to bring emotion into the scene:

Look, have you ever been in love? Did you ever have a man hold you in his arms and kiss you? (He plants a passionate kiss on her lips) Now! Now you're in the spirit of the thing. You love this man! Now give it all you've got! Let me hear it.

The next left-to-right wipe enters a singing session at the piano, and Peggy belts out the words to "42nd Street." Exhausted and rehearsed remorselessly, Peggy cries, "I can't! I can't!" But Marsh forces her to continue anyway: "Look here. You can't, but you will!"

A third left-to-right wipe enters a dance session, with Peggy frantically tap-dancing. Marsh half-heartedly compliments his rising star: "All right, it's fair, only fair." With only an hour to curtain, the director fiercely warns her - but then hugs her:

You let me down Sawyer, and I'll...come on, lie down and relax...and rest all you can, because you're definitely going on tonight.

[Warner Bros.' version of the American Dream is that success comes through hard work, not luck.]

Outside to a nervous and anticipatory cast, he announces: "All right, the show goes on."

Billy Lawler brings coffee to Peggy just before they will star in the lead roles - they share their sole romantic scene together:

Peggy: Billy, what's going to happen to me?
Billy: Well honey, you're gonna be a terrific hit. You're gonna be the biggest thing that ever hit Broadway.
Peggy: Oh, I hope so.
Billy: Say, I know so. And I'm for you too, you know that. Even if...
Peggy: Even if what?
Billy: Aw, honey, I've been for you ever since the day you walked in on me in my BVDs. I wanted to tell you, ever since I first saw you, how I feel about you, but oh, I don't know how to say it. But you know what I mean, don't you? (Peggy coyly shakes her head that she doesn't know) I guess it does sound kind of funny at that the way I say it. But the lines are new for me, at least off-stage.
Peggy: Well, I guess maybe I can read between the lines, Billy, but I want to hear you say some more. (They hug and passionately kiss) Billy, it was grand of you to come. [Her opening stage line is conveniently used here]

On crutches, Dorothy enters with glaring eyes and asks to see Peggy in private, helping to close the door behind Billy with her crutch. She gives Peggy her blessing just before the show:

Dorothy: So you're going to take my place?
Peggy: I-I'm sorry, Miss Brock.
Dorothy: You're nervous, aren't you? Well, don't be. The customers out there want to like you. Always remember that, kid. I've learned it from experience. And you've got so much to give them. Youth and Beauty and Freshness. Do you know your lines? (Peggy nods yes) And your songs? (Peggy nods again) And your dance routine? (Peggy nods again) Well, you're a cinch.
Peggy: But, but it's tough on you, Miss Brock.
Dorothy: (with her theme song playing) Come here - Peggy, isn't it? You know, Peggy, when I started for the theatre tonight, I wanted to tear your hair out. And then I started thinking, well after all, I've had my chance. And now it's your turn. I've had enough. For five years, it's kept me away from the only thing I ever wanted. And a funny thing, a broken ankle was the thing that made me find it out. You know, Peggy, most anyone can have success with the proper breaks. As for me, I'll take Pat and vaudeville or whatever goes with him. We're being married tomorrow. Peggy: Oh, I'm so glad. (Costume fitters interrupt their talk)