Two months later, Julie and Billy are married and living with Julie's cousin Nettie. Preparing for that evening's clamback, the girls and boys indulge in a bit of gender scuffling, then, with Nettie presiding, celebrate the erotic liberation of spring (Give it to 'em good, Carrie... / June Is Bustin' Out All Over). Julie confides to Carrie her marial problems: Billy is out of work and angry. He has even hit Julie. Carrie's news is happier - Mister Snow and she are engaged. The eavesdropping girls are thrilled, not least when Snow himself shows up (Mister Snow (Reprise)). Snow and Carrie look forward to married life: a big family and a thriving business in canned sardines (When the Children Are Asleep).

Whalers on shore leave pile into a waterfront dive (Blow High, Blow Low) and get into a brawl. One whaler, the infinitely sleazy Jigger, tries to interest Billy in a robbery, which they can pull off during the clambake. Billy is leery - but the Julie tells him she is pregnant. Overjoyed at the thought of fatherhood as he walks along the beach (Soliloquy), Billy decides to turn thief with Jigger after all. Nettie, Billy and Julie, Carrie and Mister Snow, Jigger and the rest of the gang sail off to the clambake.

ACT 2: That evening, resting up after the cookout (A Real Nice Clambake), everyone prepares for the annual treasure hunt. Jigger, pretending to show Carrie self-defense maneuvers, gets her into a compromising position just as Mister Snow appears. Now the gender scuffling turns serious, as Snow walks out on Carrie, Billy heads off with Jigger for their robbery despite Julie's protests, and the women lament their lack of power (Geraniums in the Winder / Stonecutters Cut It On Stone / What's the Use of Wond'rin').

Back on the mainland, Billy and Jigger await the arrival of their intended victim by playing twenty-one. Jigger, dealing, cheats Billy out of virtually all his share of the coming boodle. But the robbery is foiled, Jigger escapes, and Billy, seeing his whole life as a failure, kills himself crying, "Julie!" The clambakers arrive, Julie only just in time to trade a few words with Billy before he dies. "I love you," she tells him, for the first time in her life, after he has died. Nettie comforts her (You'll Never Walk Alone).

It's not over yet. A Heavenly Friend shows up to take Billy "Up There," where, in a scene suggestive of some advanced Protestant sect's open-air meeting house, an austere Starkeeper allows Billy to go back and resolve problems he left "Down Here" - for instance, his daughter, Louise, who is now fifteen and as wild and resentful as Billy was. The Starkeeper gives Billy a star to take to her as a present. A ballet reveals Louise to us: as a tomboy cut-up, then as a young woman tasting love with a boy she meets in the ruins of her father's carousel (Ballet: Pas de Deux). She is, in effect, recreating her mother's experience, breaking out of a drab life in a dangerous yet wonderful relationship. But the boy wanders off, leaving Louise heartbroken and destructively defiant. Back on earth with the Heavenly Friend, Billy tries to give Louise the star, she suspiciously resists, and he slaps her face - once again, in his inarticulate rage, failing to express his true feelings to those he loves (If I Loved You (Reprise)).

"Common sense may tell you that the endin' will be sad" - but, at Louise's high- school graduation, Billy heartens his daughter and tells Julie, "I loved you." As the congregation clusters in socio-religious community, Billy, in the distance, climbs a great stairway to heaven (You'll Never Walk Alone (Reprise)).