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Ben confides to Sally that his life is empty.
She yearns for him to hold her, but young Sally slips between them and the three move together (" Too Many Mornings ").
Ben, caught in the passion of memories, kisses Sally as Buddy enters.
Buddy is furious, and Ben, startled by the parallel between present and past, tells Sally it was over long ago.
He leaves Sally still dreaming of a marriage that will never happen.
Buddy angrily fantasizes about the girl he should have married, who would have loved him and made him feel like " a somebody " (" The Right Girl ").
Sally tells him that Ben has asked her to marry him.
Buddy tells her she must be either crazy or drunk, but he's already supported Sally through rehab clinics and mental hospitals and cannot take any more.
Ben drunkenly propositions Carlotta, with whom he once had a fling, but she has a young lover.
Heidi Schiller, joined by her younger counterpart, performs " One More Kiss ", her aged voice a stark contrast to the sparkling coloratura of her younger self.
Phyllis kisses a waiter but confesses to him that she had always wanted a son.
She then tells Ben that she cannot return to their loveless marriage.
Ben replies by saying that he wants a divorce, and Phyllis assumes the request is due to his love for Sally.
Angry and hurt, Phyllis considers whether to grant his request (" Could I Leave You?
").

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