puppet act. When she leaves with Jacquot to find a place to stay in the carnival, Marco taunts Paul through Carrot Top, "Poor old Carrot Top...she loves ME!" Act 2 The puppet act becomes a hit as Lili becomes close with the puppets, not realizing what they really are ("Yum Ticky"/"The Rich"/"Love Makes the World Go 'Round" [Reprise]/"Beautiful Candy"). Paul notices that he pays a lot of attention to Lili and curses his obsession with "Her Face", only to realize the emotion he is feeling is love. All the same, he treats her with increasing cruelty, but increasing care through his four alter egos. Jacquot sees that the carnival is gaining popularity and predicts that the carnival will soon be "The Grand Imperial Cirque De Paris." In the morning, Paul watches Marco and Lili almost kiss and stops them. Jealous, Paul is verbally abusive to her while practicing with Lili, correcting her every move and executes a dance step miserably, causing him to fall. He causes Lili to have a breakdown and he kisses her. Lili, shocked, angry and confused about his feelings, decides to leave the carnival as Paul mourns that she will never know his true feelings. Lili still has not put together that the puppets she loves so much and who are nice to her, are in fact the hated Paul ("I Hate Him"/"Her Face" Reprise). The next day, the circus travels to a new town ("The Grand Imperial Cirque De Paris"/"Direct from Vienna" Reprises). Behind the scenes, Marco practices a magic trick with Rosalie, who has threatened to leave him for a doctor. They pledge their love to each other, deciding to run away together to start their own show ("Always, Always You"). But, Marco tells Lili that he is leaving the carnival and secretly invites her. Even though she has learned of his womanizing ways from Rosalie, a frantic Lili accepts. Paul objects to this and Marco taunts him, ending with Paul attacking him. Upon seeing this, Lili screams her hatred and Paul strikes her. As Paul realizes "She's My Love", an angry Jacquot tells him that he made Lili grow up, teaching her the world is full of cruelty and not of love. As Lili is leaving, she says goodbye to Marco, telling him that she was living a little girl's dream and she must move forward with her life. Marco tries to take