After their night together, the mother-dominated, foppish and goofy Oklahoman must tell his mother (Esther Dale) why he came home at "almost daylight" and how he's "crazy" about Lucy: "I think I'm in love." His doubting mother lectures him about Lucy: "You keep your mind off women...She won't want to meet me. She knows that any other woman could see right through her." Cross-cut with this scene is a similar one between Lucy and her judgmental Aunt Patsy, in which Lucy describes her affection for Daniel - a man she considers very different from her soon-to-be ex-husband: "He's sweet and thoughtful...sane and considerate. I was married to one who was insane and inconsiderate." Her Aunt Patsy hadn't expected such a reaction: "I didn't expect you to get silly about him...It's fine except the rebound is rarely the real thing. As a matter of fact, it's the bunk." As her toast burns in a nearby toaster, Lucy expresses how seriously determined she likes Daniel (and feels equally spiteful toward her husband) even though her Aunt has criticized her for being on the rebound:

Well, I'm serious about Daniel and I like him. I like him very much. I'm all through with Jerry. He doesn't mean a thing to me. I don't love him, and what's more, I probably never did. I'm sure I never loved him and now I hate him. And that surprises you, doesn't it? I hate Jerry Warriner and I like Daniel Leeson very very much and I hope he's just crazy about me because I think he's the finest man I ever met.

In a swanky dance nightclub, the Virginia Club, Jerry has also found a new Southern-accented girlfriend, Dixie Belle Lee (Joyce Compton), a vocal entertainer/showgirl employed there. Preoccupied with thoughts of Lucy but unwilling to admit it, Jerry tells his date that she talks like "Amos and Andy":

Jerry: I'm in love with love. In the spring, a young man's fancy likely turns to, uh, what he's been thinking about all winter. How long have you been talking like Amos and Andy, huh?
Dixie Belle: Oh, for quite some time. I got wise to the fact that it helps me in my work. So as long as I loved my work, you'll all have to pardon my Southern accent.

Lucy enters the club in a dark mink coat (and fashionable hat), escorted by her date Daniel Leeson. After being seated, the "happy" raw-boned farmer confesses in a drawl: "Just think of it, Lucy, you're gonna be my wife....I can hardly wait for your final decree to come along." She fingers her glove and distantly responds in a soft voice: "Yes, I am thinking of it." The two couples meet and engage in small talk when Jerry dances over with Dixie Belle and invites them to their table for a drink: "Now, you're sure we're not intruding?...Wouldn't you like us to have a drink?" After awkward exchanges and glances at each other, Jerry sighs: "My, isn't this cozy?" To emphasize his sarcastic disdain (and jealousy) for Lucy's new romance with the homespun, dull, unworthy rancher, Jerry pretends to encourage their upcoming plans for marriage:

So you two are gonna be married. I was glad to hear that. I said to myself, 'That Leeson's just the man for Lucy.'

After Lucy raises her eyebrows at her worldly ex-husband's acquaintance with the quaint Dixie Belle, Jerry describes how she changed her name because her family objected to her entrance into show-business - Dixie Belle adds: "My folks really thought I was goin' to the dogs when I decided to go to work." Dixie Belle excuses herself and leaves the table to prepare for her singing act. Lucy comments: "She seems like a nice girl." Jerry immediately returns the conversation to the subject of Oklahoma (the locale where the unsophisticated, neighborly Daniel would take Lucy to live following marriage), extolling its virtues in a deliberate but subtle put-on - to try and sabotage their engagement. For his own amusement, he mercilessly and shamelessly teases Lucy (and makes her wince) for her choice of a future home - while pretending to be impressed by where she will settle down:

Jerry: Ah, so you're gonna live in Ok-la-ho-ma, eh Lucy? How I envy you. Ever since I was a small boy, that name has been filled with magic for me. Ok-la-ho-ma!
Daniel: We're gonna live right in Oklahoma City!
Jerry: Not Oklahoma City itself? Lucy, you lucky girl! No more running around to nightspots. No more prowling around in New York shops. I shall think of you every time a new show opens and say to myself, 'She's well out of it.'
Daniel: New York's all right for a visit but I wouldn't want to live here.
Lucy: (patiently retorting, in a numb tone) I know I'll enjoy Oklahoma City.
Jerry: (assuringly and merrily) Well, of course. And if it should get dull, you can always go over to Tul-sa for the weekend. I think a big change like that does one good, don't you?

Under a spotlight and in front of a high-class orchestra, a pretentious Dixie Belle (in her bouffant gown) begins singing a vulgar number, My Dreams Are Gone With the Wind, ending each terrible verse with a vent of a wind machine blowing her dress up:

I used to dream about a cottage small
A cottage small by a waterfall
But I wound up with no home at all
My dreams are gone with the wind!

All through my life I've drifted with the tide
I let romance take me for a ride
I'm just a fool with nothing to hide
My dreams are gone with the wind!

Once my love and I
Would stroll beneath the sky
Hand in hand together
But now I'm all alone
And when romance has flown
There's bound to be stormy weather! (Dixie Belle partially sidesteps the air blast)

I thought my pathway would be paved with gold
I cast my dreams in a lovely mold
But now I know, I'm out in the cold
My dreams are gone with the wind.

During the show, staged with exquisitely bad taste, the camera watches them watching the show. Although expecting to be entertained, a grinning, increasingly-prudish (and leering) Daniel becomes visibly embarrassed by - and then interested in the air blowing Dixie Belle's skirt up over her head to expose her fluffy panties. Jerry is dismayed and stunned by his date's showy, second-rate performance, steals a glance at Lucy, and covers his mouth and eyes. Lucy smiles, lowers her head, touches her forehead with one finger, and glances around with an amused look. Nervous and miserable, Jerry turns to his suave, slightly-pleased 'ex-wife' and whispers apologetically, as the song is ending:

Jerry: I just met her.
Lucy: (looking down while pulling her black gloves off) I guess it was easier to her to change her name than for her whole family to change theirs.
Daniel: That'd go great out West.
Lucy: It seemed to go pretty well with the cowboy here.
Jerry: (conceding defeat) Do you want to change the subject?

Jerry, who knows from his marriage that Lucy is a great dancer, encourages them to dance together. He anticipates that Lucy will be embarrassed by Daniel's awkward, country-dancing style - completely inappropriate to the surroundings and high-class clientele of the club:

Jerry: ...Look, why don't you two get up and dance, or don't you dance?
Daniel: Uh, Lucy doesn't care very much about dancing. Didn't you know that?
Jerry: Did Lucy tell you that? She's holding out on ya. She's a beautiful dancer. Why, I used to call her 'Twinkle-toes.' (grinning) Hello Twinkle-toes.
Daniel: Have you been foolin' me, you little rascal?
Lucy: Well, to tell you the truth, Dan, I-I didn't think you cared much about it.
Daniel: (boastfully) Care about it? Why, I could dance till the cows come home! I won several cups at it myself.
Lucy: (sadly) We never won any cups.
Jerry: Maybe you had the wrong partner.
Daniel: There's a lot in what you say.

To prove and demonstrate his dancing abilities, Daniel grabs the astonished Lucy with an offer: "Can I have this waltz, Lucy?" On the dance floor, Daniel causes a sensation by frantically exaggerating his dance steps and swinging his arms. Lucy looks back at Jerry, noticing his smug, self-satisfied attitude as he witnesses her miserable dismay with a wide grin plastered on his face. To prolong her painful agony in public view, Jerry sends money to the orchestra leader with instructions to "play the same number again for an encore."

In the next scene in Daniel's apartment, Lucy plays the piano as they enthusiastically sing a duet together of "Home on the Range." When she begins to sing in harmony toward the finale, Daniel goes off-key when he can't stay on the melody, asserting: "I've never had a lesson in my life." Jerry arrives to discuss a "business proposition" regarding his coal mine assets with Daniel and ends up deliberately sharing intimate secrets of his marriage. He notices Lucy's embarrassed awkwardness and jokes: "When you two are married, the three of us can talk more freely." Mrs. Leeson arrives after just having heard some gossip about Jerry and Lucy at an afternoon tea:

Mrs. Leeson: It's funny seeing you.
Jerry: It is? Well, it's funny seeing you.

She compliments Jerry on his reputation as "a real gentleman," but then further sabotages her son's budding romance by insinuating, from the "silly story" she heard at the tea, that Lucy's reputation has been besmirched by the rumoured circumstances of their divorce. She mentions Lucy's "very handsome" voice teacher and doubts Lucy's clean 'name':

Well, she [the gossiper at the tea] came right out and said that it should have been, well, well, no matter, no matter...Lucy, this woman said that Mr. Warriner permitted you to bring proceedings so that, ha ha, well uh, so that your reputation wouldn't be ruined. There, it's out. I know it's silly.

Jerry calls the meddling mother "silly," then corrects himself after Daniel defends his mother - "It's silly for your mother to believe such nonsense." With his fingers crossed behind his back, he sarcastically defends Lucy's purity and fidelity as "above suspicion" and raises further subconscious suspicions in the mind of her suitor:

Jerry: Our divorce was one of those tragedies that you read about in the papers - a trusting woman and a worthless man. I was never good enough for Lucy, and well, finally she found it out. Lucy is above suspicion and always has been. She's as pure as the driven snow, as faithful as she is fair. And I would that I had been worthy to kiss the hem of her garment. Never during our marital bliss did she cause me one moment's uneasiness. Never did I have to ask, 'Lucy, where have you been? What were you doing?' I always knew. I tell you, something wonderful went out of my life when I lost her.
Daniel: Oh, I know just how you feel.
Jerry: How do ya know? How can you know how it feels to have used up the best years of a woman's life? (pause) Well, of course, that's the way it goes.

As Jerry leaves (and is tripped by Lucy), he exhorts Daniel to "take good care of her. Maybe you'll succeed where I failed. And I'm sure that the three of you will be very happy out where the West begins. If you ever think of me, send me a postcard. Just say, 'Having a wonderful time!' I'll understand." Lucy screws up her nose at him. Mrs. Leeson still needs assurances that Lucy's relationship with the music teacher is on the up-and-up, but an exasperated Lucy has heard enough: "Put a light in the window if it's yes, two if it's no, and if you can't make up your minds, just pull down the shade."

Across the hall in Lucy's apartment, where Jerry has wandered for a fortifying drink, she caustically thanks him for his "swell reference" and "all those charming things you had to say...spreading a little sunshine." He suggests that she is interested in "Buffalo Bill" because his "millions might have something to do with..." She thinks he may be jealous of her beau - "a very charming person." When he denies any gloomy depression over their breakup ("nothing's gonna hurt me anymore"), the piano cover slams down and smashes his fingers, and Lucy laughs at his misfortune. As the like-minded couple each suppress their loving feelings for each other, he bluntly asks her about her real feelings for the cowpoke, teasing her and believing that she is far above his intellectual level:

Jerry: What do you see in this fellow?
Lucy: Oh, none of your business.
Jerry: Not that I care, but uh, what kind of mind could he have that would impress you, huh?
Lucy: You might be surprised. You could take a few lessons and profit nicely.
Jerry: You'd be surprised what I'd give to get an earful of that.

Jerry hides behind the front door of Lucy's apartment when she greets Daniel. He has come to apologize for his old-fashioned mother. He exuberantly requisitions a kiss of forgiveness from the "bashful" Lucy who strives to keep him from entering: "Just to prove that you're not mad, will ya give me a little kiss?...If you knew how crazy I am about ya, you wouldn't hesitate. I can't sleep nights...I must be in love, 'cause I started writin' poetry to ya." He insists on reading a love poem he's written to her:

To you my little prairie flower
I'm thinkin' of you every hour
Though now you're just a friend to me
I wonder what the end will be. (She giggles with an uncontrolled, manic outburst)

From behind the door, Jerry tickles her in the side with a pencil as she listens and tries to maintain her composure.

Oh, you would make my life divine
If you would change your name to mine.

As she reacts: "That's really beau---," another tickle and laugh interrupt her before she can say beautiful. She repeats herself: "That's beautiful Dan, it's really beautiful." The phone rings, with Armand reminding her about the next day's three o'clock engagement. She kisses Daniel to get rid of him, but only encourages him to give her bear hugs (with her feet off the floor), shakes, and an admission: "You make me the happiest man in the world!" As he leaves to dress for their dinner engagement, he chortles: "I'm so happy I could eat three steaks." Lucy deceives Jerry about who was on the phone, telling him it was her "masseuse." He leaves, declaring that everything he's witnessed is completely unbelievable:

Oh, I've heard everything. I'm going out to get some popcorn and pink lemonade. I've just seen a three-ring circus.

A clock reads 3 o'clock, and a door name plate signifies "Armand Duvalle" to introduce the next scene. Jerry shamelessly barges into the front door of the teacher's suite where he believes Armand and Lucy are having an affair. When barred by Armand's Japanese houseboy/servant (Miki Morita), Jerry trips and somersaults into the outer entryway. They practice jujitsu on each other during a wild wrestling match. Jerry breaks into the next door which opens up onto Lucy's song recital in progress before a sedate audience of dignified men and women. First, he disrupts her performance with his noisy entrance. Then at the back of the room, he precariously tilts back onto the two legs of his chair - on a slippery tile floor - and takes a clumsy fall. His pratfall takes down the table next to him. On the song's final note while maintaining marvelous control, Lucy responds with a full-throated, melodic laugh at his predicament.