When Rapunzel refuses, the Witch angrily cuts off Rapunzel's hair and banishes her to a desert. The Witch discovers that the Prince has been visiting Rapunzel and begs Rapunzel to stay with her ('Stay with Me'). Again, the characters exchange morals ('Second Midnight'). Jack arrives with a hen that lays golden eggs and attempts to buy Milky White back, but the cow suddenly keels over dead as midnight chimes. The Baker admits that they will have to work together to fulfill the quest ('It Takes Two'). The Baker and his wife reunite, now with three of the four items. The Baker's Wife and Cinderella meet again, and the Baker's Wife makes a desperate grab for her shoes, almost succeeding before Cinderella flees. The characters each state morals and credos as the first midnight chimes ('First Midnight') and they continue their journeys through the woods.

She tries to chase after Cinderella but inadvertently allows Milky White to run off, leaving the Baker's Wife without the slippers or the cow. As a giant beanstalk begins to sprout from the ground next to Jack's cottage, the Baker's Wife spots Cinderella's pure gold slippers. Cinderella explains that it was a nice ball ('A Very Nice Prince') but seems fairly ambivalent about the experience. As Cinderella flees the Festival, pursued by another handsome prince and his steward, the Wife helps her hide and quizzes Cinderella about the ball. Meanwhile, Jack's mother angrily tosses the beans aside and sends her son to bed without supper.

Little Red Ridinghood rewards him with the red cape, reflecting on her new experiences ('I Know Things Now'). The Baker, in pursuit of the cape, slays the Wolf, pulling Little Red Ridinghood and her grandmother from the beast's innards. When Little Red Ridinghood arrives at her grandmother's house, she is swallowed by the Wolf. Following the Witch's advice, he attempts to simply steal the red cape, but her ensuing temper tantrum guilts him into returning it. In another part of the wood, the Baker has tracked down Little Red Ridinghood. However, on this day a handsome prince spies the beautiful Rapunzel and resolves to climb the tower himself. The Witch has raised Rapunzel as her own daughter, keeping her locked away from the world in a tall tower in the middle of the woods, accessible only by climbing Rapunzel's long, golden hair ('Our Little World'). He has qualms about being so dishonest, but his wife reasons that the chance to have a child justifies their trickery ('Maybe They're Magic'.) Jack bids a tearful goodbye to his cow ('I Guess This Is Goodbye'), and the Baker orders his wife to return to the village with the cow. Not having the money necessary to buy the cow, they convince Jack that the beans the Baker has found in his father's old hunting jacket are magic and buy the cow for five of them. They are squabbling over her presence when they come across Jack with Milky White. Luckily his wife, who followed him into the forest, reminds him. The Baker sees Little Red Ridinghood in the woods, and when the Witch appears, screaming at him to get the red cape, he is so frightened that he forgets the ingredients he needs. Little Red Ridinghood meets a hungry WolfВ who convinces her to take a detour on her way to Granny's ('Hello, Little Girl'). Jack encounters a Mysterious Man who mocks him for trying to sell his cow for more than a 'sack of beans' and then vanishes. Cinderella visits her mother's grave and receives a beautiful gown and golden slippers from her mother's spirit ('Cinderella at the Grave').

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