As the second act overture ends, we hear another train whistle, then the sound of an engine starting and plunging ahead at full speed. Curtain rises, and we are again on the Shanghai Express with the same three compartment we saw before. Lights are up in Johnny's compartment. HE is still punching his fist into his palm.

(HE grabs a briefcase which looks exactly like Molly's. To a drum beat, HE marches out of his compartment. Lights come up in Molly's. SHE is still filing her nails. ANNIE MAY is putting the last of the clothes away. Suddenly their door swings open, and JOHNNY stomps in.)

(HE snatches the nail file and tosses it out the imaginary window. MOLLY jumps to her feet and slaps him across the face.)

(Nonplussed, JOHNNY retreats back out the door and into his compartment. Lights remain on in both compartments.)

(Drum beat begins again. JOHNNY stands there, furious. Then HE makes his decision. HE swaggers out of his compartment and into Molly's. MOLLY has pulled another nail file out of her purse---movie stars had a wealth of nail files in those days. JOHNNY bursts into the room. MOLLY rises, her hand poised to strike him again, but this time HE places his big palm on her face and pushes her back into the chair. Triumphantly, HE strides back to his own compartment.)

(All at once JOHNNY is aware that he still has the damned briefcase.)

(Lights dim in Johnny's compartment, remain on in Molly's. There is a rap on her door.)

(ANNIE MAY opens the door. WAR LORD stands there. Behind his back is a briefcase just like Molly's.)

(From his jacket pocket, WAR LORD pulls out an enormous diamond and gold necklace and flashes it past Annie May so that MOLLY can see.)

(WAR LORD smiles, enters the room. MOLLY smiles back.)

(ANNIE MAY retreats to the corridor, closes the door to the compartment.)

(SHE takes the jewels coquettishly, then bites the gold part and scratches the diamonds against the mirror.)

In the room upstairs,
You will find romance---
There are answered prayers
Once you remove your pants.

(Suddenly the sound of Clarisse's voice overpowers that of Molly.)

                                        There's an antique clock there
                                        That doesn't keep time;
                                        There's a door to lock there
                                         And a wall to climb.

In the room upstairs
You can really soar
On two easy chairs
Or the hardwood floor. (Now MOLLY simply mouths the words as if a sound-proof curtain had fallen. Lights come up in BARON's compartment. HE is applying the finishing touches to a complex makeup…an Oriental version of a witch, much like the witch Disney would later use in Snow White. Downstage is a briefcase which looks exactly like Molly's.)

(BARON picks up a tray of egg rolls, ties the tray around his neck. CLARISSE helps him. Then he goes for the briefcase.)

(HE unhooks the eggroll tray, sets it down and hurries through a door which we assume is the bathroom.)

(Lights rise in Johnny's compartment. HE is putting the finishing touches on a makeup for Sam which looks exactly like the one Baron wears---another Oriental witch. JOHNNY leans back to observe his masterpiece.)

                                                                                 (In Molly's compartment, she is just finishing her rendition
                                                                                 of "The Room Upstairs", but now we can hear her.)

MOLLY You will lose your marbles, boy,
In the room upstairs.

(HE grabs her and kisses her passionately, all the time taking surreptitious glances toward the briefcase. MOLLY succumbs with indifference.)

                                                                                (THEY fall onto the sofa in a wild embrace.)

(JOHNNY places a tray of fried shrimp around Sam's neck, hands him the briefcase, then opens the door and pushes him into the corridor. In a moment, there is a knock on Molly's compartment.)

(MOLLY smiles at this audacity, as THEY return to necking. Now a knock at Baron's door. CLARISSE opens it. SHE is stunned.)

(SHE kisses him. SAM, believing that she is Molly, since she is dressed exactly like her idol, beams. Then HE spies the briefcase.)

(SHE takes it from him. SAM , amazed, grabs the one Baron has left and rushes out the door.)

                                                                               (Johnny's door opens now and SAM scurries in.)

                                                                             (BARON emerges from the bathroom, surprises Clarisse.)

(HE takes the briefcase Sam has left and moves into the corridor.)

(In Johnny's compartment, HE opens the briefcase and sees it is stuffed with egg rolls.)

(JOHNNY shoves him out the door. In Molly's compartment, there is a knock.)

(HE smiles at Molly, SHE smiles at him. THEY return to necking. Knock on Johnny's door. JOHNNY admits Baron.)

(HE snatches the briefcase. BARON now sees something is amiss and snatches it back. JOHNNY snatches it from him. Knock on Molly's door.)

                                                                               (But the door opens anyway and SAM appears.)

(SAM steps into the room, closes the door. MOLLY goes for her purse. In Johnny's compartment, HE and BARON are still snatching the briefcase away from each other. Finally, BARON seizes it and dashes out, slamming the door behind him. Another knock on Molly's compartment.)

                                                                                (Door opens, and BARON appears.)

(BARON is disturbed at seeing War Lord, but he disguises it. He quickly notices War Lord's briefcase he is trying so hard to conceal.)

(SAM, seeing the second witch, panics. HE spots Molly's briefcase and makes a grab for it. All hell breaks loose. BARON seizes the briefcase Sam has; WAR LORD lunges for Baron's. JOHNNY bursts into the room. HE sees the mayhem and War Lord and the four identical briefcases. HE, too, grabs for one. BARON, thinking he has the right one, dashes back to his compartment with WAR LORD, JOHNNY and SAM in pursuit. Through all this, MOLLY returns to filing her nails. Then two more Oriental witches materialize at Molly's door. They are CHANG & WANG.)

(SHE points in the direction of the Baron's compartment, into which the OTHERS are crowding. Briefcases are being grabbed and shoved back and forth. CLARISSE jumps on the sofa, screaming. CHANG & WANG get their putty noses and headgear pulled off.)

                                                                              (CHANG and WANG seize Clarisse, thinking she is Molly.)

(WAR LORD is too intent on securing the briefcase. CHANG and WANG begin to tie up Clarisse.)

(While all this is going on, ANNIE MAY returns to Molly's compartment.)

(Casually SHE slips the nail file into her purse, reaches under the seat and pulls out still another briefcase---the real one.)