​                                        IT'S GOOD TO BE BACK IN ENGLAND  (Sir Oliver, Master Rowley, Sir Peter)

Joseph and Charles have a wealthy uncle, Sir Oliver Surface, who has been away in the East Indies for twenty years making his fortune.  He returns unannounced and makes a plan with Sir Peter to test which of the brothers truly has the better character.  Sir Oliver decides to visit Joseph disguised as a poor relation, Mr. Stanley, to test his generosity.  He will also go to Charles posing as a money lender, Mr. Premium, to see what Charles will do to furnish his debauchery.  The real moneylender, Mr. Moses, instructs Sir Oliver how to play one convincingly.

                                   WHEN YOU'RE A BUSINESSMAN  (Mr. Moses, SIr Oliver, Sir Peter)

Disguised as "Mr. Premium," Sir Oliver finds Charles in a debauched party with his drinking buddies

                                  HERE'S TO THE LASS  (Charles, Sir Toby, Careless, Lords and Wenches) 

Charles proposes to raise money from "Mr. Premium" by selling all the family portraits  -- the only thing of value left of the family heirlooms.

                                          KNOCK 'EM DOWN   (Charles, Careless, Sir Oliver) 

This outrages Sir Oliver, until Charles refuses to sell the old portrait of Sir Oliver in his youth, from which Charles still doesn't recognize his uncle.  This wins Sir Oliver's heart.  

Meanwhile, Lady Teazle, stung by Sir Peter's accusation of infidelity, runs to Joseph for comfort as he had planned.   He is about to seduce her when Sir Peter shows up to ask his advice about Charles.  She hides behind a folding screen in Joseph's library.  When Sir Peter glimpses a petticoat, Joseph convinces him that he's hiding a little French milliner instead.  Charles arrives, and Sir Peter hides in a closet to overhear their conversation. Charles clears himself regarding Lady Teazle, but nearly spills the beans about Joseph being her real favorite.  Sir Peter comes out of the closet to reconcile with Charles as Joseph is called away, leaving them alone.  Sir Peter, unable to resist a bit of gossiping himself, tells Charles that Joseph isn't as priggish as he appears -- he's hiding a girl behind the folding screen!  

                                         BEHIND THE FOLDING SCREEN  (Sir Peter, Charles)

Charles pulls the screen down and reveals a mortified Lady Teazle.  She begs for, and receives, Sir Peter's forgiveness, as she denouces Joseph for his falseness and villainy.

                                  WITH ALL MY HEART  (Lady Teazle, Sir Peter)   

As Joseph fumes at being discovered, Sir Oliver arrives to beg money as old Stanley.  Charles returns and they assume that this man must be a crook because he goes by so many names...but they must get rid of him before "Sir Oliver" arrives.  Sir Peter returns wih Lady Teazle and Sir Oliver's true identity is revealed.  Charles is forgiven by Sir Oliver, because he didn't sell his portrait with the others to "Mr. Premium".  But Joseph is cut off without a penny. Joseph resolves to prosper nonetheless.

                                  THE SECRET OF MY SUCCESS - REPRISE  (Joseph) 

It looks like everyone will be happy...until Maria suddenly refuses Charles on the basis of the forged letter. Lady Sneerwell arrives and tries to claim Charles for her own.

                                   TOP OF YOUR LIST  (Lady Sneerwell)

But Sir Peter has seen to it that Mr. Snake was paid double what Lady Sneerwell had paid him to lie to now tell the truth.  Charles and Maria are reconciled, and Sir Peter wishes that they should live together as happily as he and Lady Teazle now INTEND to do! 

                          ​    NO OTHER LOVE - REPRISE (Sir Peter, Lady Teazle, Charles, Maria)