is an idealist trying to survive the cold and his tough world ("Orphan In The Storm"), but the Revelers taunt him. Potemkin, disguised as a tramp, befriends Orphan, who relates that his orphanage was purchased and eventually destroyed by a Mr. Rich. Orphan wants to find Rich to persuade him to restore the garden at the orphanage. Potemkin offers to be Orphan's guide and demonstrates how to cheat, steal, bow and scrape ("Survive"). Orphan and Potemkin enter the dwelling of Edgar Allen Rich, a wealthy old man. There, they see Angel, a beautiful girl with wings and halo, who does a flexible striptease down to sparkling pasties on her breasts and red panties, surprising Orphan and Potemkin, and ends up in Orphan's arms. Angel is the featured entertainer for the coming New Year's Eve party. She longs to be "Somebody" and rushes off to perform. Jaded Mr. Rich is the guest of honor. He eats lavishly while complaining about the food, his health, and his ennui ("Bored"). Orphan has a piece of stained-glass, the eye of God, from the orphanage chapel window. Mr. Rich demands that Orphan leave, but Potemkin negotiates a deal: If Orphan can make the old man feel alive again, Mr. Rich will restore the orphanage ("My Garden"). Angel and the Revelers join the singing, and Mr. Rich forgets himself and begins to conduct the group. His is finally moved to tears: he can feel emotion again. Mr. Rich describes his life story, beginning as a penniless young man and eventually becoming a successful businessman, manufacturing products that replace real things with artificial ones such as wax fruit, glass eyes, paper flowers and falsies. His retelling, however, adds to his despair ("Where Did It Go?"). Orphan, an optimist, urges the old man to see the beauty in life. Potemkin has an idea: since Orphan reminds Mr. Rich of his younger self, Orphan will portray a youthful Mr. Rich and pretend to fall in love with Angel by singing a romantic ballad. Angel is unsure about this plan; she is not a romantic, but she is willing to give it a chance ("Love Song"). The scene gradually turns from cold and bleak to green and summerlike, as Potemkin acts as ring master and increases the pace of the revelry. Mr. Rich and Orphan seem to blend together, and Angel finds herself torn between the two. Potemkin oversees the