 Lilli leaves—without Howell—as Fred unsuccessfully tries to convince her to stay ("So in Love" (Reprise)).The gangsters get caught on stage and improvise a tribute to Shakespeare in which they explain that knowing Shakespeare is the key to romance ("Brush Up Your Shakespeare").The company prepares for the conclusion of the play, the wedding of Bianca and Lucentio, even though they are now missing one of the main characters.