Room "A," discover Congressman Grover Lockwood in a compromising position with his secretary Anita. Oliver easily persuades them to abandon Drawing Room "A." After making it on the departing train by climbing through a window, Oscar tells Owen and Oliver that he will soon regain his riches and success ("I Rise Again"). He reveals the reason they had to get Drawing Room "A": at the next stop, his former lover and protegee, Lily Garland (née Mildred Plotka), now a temperamental film star, will board the train and will be staying next door in Drawing Room 'B'. Oliver and Owen doubt that she will agree to be in Oscar's new play now that she's a movie star; Oscar insists that she will. In a flashback, Oscar remembers the time he auditioned spoiled actress Imelda Thornton for the leading role in a play. Oscar discovered that the gawky young accompanist, Mildred Plotka, could sing "The Indian Maiden's Lament" much better than Imelda, even finishing with an operatic cadenza. Oscar immediately decided to cast Mildred in the leading role as "Veronique," a French street singer who wouldn't sleep with Otto von Bismarck and thus instigated the Franco-Prussian War. Mildred insisted that she did not want to be an actress, but Oscar convinced her to take the part, renaming her Lily Garland. The conductor warns the passengers in Drawing Room "A" that a lunatic is on board the train. He then announces, "I Have Written a Play", titled Life on a Train. Oscar sends the conductor away. At Englewood, Illinois, all the passengers, especially Oscar, are thrilled that they and Lily Garland will be on the train "Together". Lily's costar and lover, Bruce Granit, fails to get off the train before it departs, and must come along for the ride. Owen and Oliver stop by Drawing Room "B" and beg Lily to return, revealing that Oscar is so poor, his theatre will be repossessed the next day. She replies, "Never". Bruce, suspicions aroused by Lily's passionate tirade, asks if she ever had a relationship with Oscar. She recites a long list of former lovers and insists that Oscar was never one of them. Still, in their separate drawing rooms, Oscar and Lily recall the relationship they once had ("Our Private World"). In the observation car, passengers complain that the religious lunatic has stuck "Repent for the time is at hand" stickers everywhere. The conductor