(Meanwhile, back at the castle, the servants were preparing for dinner. Lamar enters with a winding handle on his back that he's unaware of. Marla and Carlton enter hurriedly.)

Marla: Well, what is it?

Lamar: Is dinner ready, Marla?

Marla: Just about. I haven't the foggiest idea what she likes to eat, so I've cooked up everything in the kitchen.

Lamar: Good...good.
(He turns around and both Carlton and Marla see the handle. They gasp.)

Lamar: Yes, well? Don't just stand there gaping, get back to work!

Carlton: You tell him.

Marla: I can't.

Lamar: Tell me what?

Carlton: Now, don't get upset, but you've got something on your back.

Lamar: What on earth are you talking about?
(Lamar walks in front of the mirror. He gasps with horror.)
AH!
(Looking closer)
What is that?

Carlton: It appears to be a winding handle of sorts.

Lamar: Well, get it off of me!

Carlton: It won't come off.

Lamar: What do you mean it won't come off? It wasn't there last night when I went to bed. Where did it come from? Why is this happening to me?

Marla: It's the spell, I'm afraid.

Carlton: Just try to relax.

Lamar: Relax! Relax! How can I relax with this appendage on my back? Is there no dignity left for me? And what's going to go next...my mind?

Carlton: Calm down. It will be all right.

Lamar: I'm frightened, Carlton.

Carlton: I know, my friend. But you are not alone.

Marla: We're all in this together.
(Michael enters.)

Michael: It's time for dinner! Where is she?

Lamar: Perhaps I should see about her. Won't be a minute.

Michael: I told her to come down! What's taking so long?

Marla: Try to be patient, sir. The girl has lost her father and her freedom all in one day.

Carlton: Master, have you thought that perhaps this girl could be the one to break the spell?

Michael: Of course I have! I'm not a fool.

Carlton: Good! So, you fall in love with her, she falls in love with you, and poof! The spell is broken! We'll be human again by midnight!

Marla: Carlton, it's not that easy. These things take time.

Carlton: But we don't have time! The rose has already began to wilt!

Michael: It's no use. She's so beautiful and I'm...well, look at me!

Carlton: He has a point.

Marla: Shhh!
(To Michael)
Master, you must help her to see past all that.

Michael: I don't know how!

Marla: Well, you could start by trying to make yourself more presentable.
(Pulls him upright)
Straighten up! Try to act like a gentleman!

Carlton: Impress her with your rapier wit.

Marla: But be gentle.

Carlton: Shower her with compliments.

Carlton and Marla: And above all...

Michael: What???

Carlton and Marla: You must control your temper!
(Lamar re-enters.)

Michael: Well?

Lamar: What?

Michael: Where is she?

Lamar: Who? Oh, yes, the girl...well, actually she's in the process of...circumstances being what they are...

Lamar: She's not coming.
(A squeak)
She's not coming.

Michael: What did you say?

Lamar: She's not coming.

Michael: We'll see about that!
(Michael storms to Charlie's room. Carlton, Lamar, and Marla hurry along behind.)

Lamar: Your lordship! Your grace! Your eminence! Let's not be hasty.

Michael: Stay where you are! Carlton, stand aside.
(Michael bangs on Charlie's door.)
I thought I told you to come down to dinner!

Charlie: I'm not hungry!

Michael: I am the master of this castle and I'm telling you to come to dinner.

Charlie: And I'm telling you, I'm not hungry!

Michael: You're hungry if I say you're hungry.

Charlie: Don't be ridiculous!

Michael: What did you say?

Charlie: You can't go around ordering people to be hungry. It doesn't work like that.

Michael: I can...

Charlie: Besides, it's rude.

Michael: Oh? Rude is it? Then how about this, if you don't come down to dinner, I will drag you by the hair...

Carlton: Master, that may not be the best way to win the girl's affections.

Lamar: Please, attempt to be a gentleman.

Michael: But why is she being so difficult?
(He looks back at Charlie's door.)
Why are you being so difficult?

Charlie: Why are you being such a bully?

Michael: Because I want you to come down to dinner!

Charlie: So, you admit you're being a bully.

Marla: Deep breaths, Master...deep breaths.

Michael: I'll give her one last chance. Would you be so kind as to join me for dinner?

Lamar: Aahaahaaaa...P...P

Michael: Please.

Charlie: No, thank you.

Michael: You can't stay in there forever!

Charlie: Yes, I can!

Michael: Fine! Then starve!

Carlton: Master, please!

Michael: If she doesn't eat with me, then she doesn't eat at all!
(He roars and storms off angrily.)

Carlton: What were we thinking? We will never be human again.

Lamar: So it appears.

Marla: Well, what would you two have us do? Give up? I can't give up until I hear the sound of my younger brother's laughter as he runs through these halls again!

Lamar: Quite right Marla! We mustn't give up while there's still a chance. Carlton, stand watch at the door and if there's the slightest change, inform me at once.

Carlton: Oui, mon captian.
(Lamar and Marla exit.)

(Meanwhile, in the West Wing, Michael was complaining to himself about Charlie's refusal to attend dinner.)

Michael: I ask nicely, but she refuses! What...what does she want me to do...beg?
(He picks up the mirror.)
Show me Charlie!
(The magic mirror glows. It reveals Charlie in her room, on her bed, talking to Jessica.)

Jessica: I know the Master can be temperamental, but underneath all that matted fur, he's not such a bad fellow. Why don't you give him a chance?

Charlie: Why should I? Did he give my father a chance?

Jessica: Well, no. But once you get to know him...

Charlie: I don't want to get to know him! I don't want to have anything to do with him! I want to go home!
(She falls back onto her bed and sobs into the white blankets.)
(Michael is stung by her words. He sets the mirror down.)

Michael: I'm just fooling myself. She'll never see me as anything but...a monster.

[Michael]
How long must this go on?
This cruel trick of fate
I simply made one careless, wrong decision
And then that witch was gone,
And left me in this state
An object of revulsion and derision
Hated
Is there no one?
Who can show me
How to win the world's forgiveness?
(He looks to the rose. One more petal falls. He groans.)
No! What did they say? Shower her with compliments...impress her with your wit...Act like a gentleman. Act like a gentleman! Act like a gentle man!
(Meanwhile, at his post by Charlie's room, Carlton had fallen asleep, snoring loudly. Circus Baby approaches. She reaches out to Carlton and her hands are now covered in feathers.)

Circus Baby: Carlton...oh Carlton!

Carlton: Ah, Baby. Come to me, my little fluff.
(He takes her hand and kisses it, but gets a mouth full of feathers.)
Agh-agh-ahchoo!

Circus Baby: It's my hands, isn't it? You do not love me anymore!
(Sobbing)
Oh, this horrible, horrible spell...
(Sneezes)

Carlton: Ah, cherie...you cut me to the wick! Do you think a little thing like that would change my feelings for you? Now you really...tickle my fancy!
(She giggles and pushes him away.)

Circus Baby: Oh no.

Carlton: Oh yes.

Circus Baby: Oh no.

Carlton: Oh yes.

Circus Baby: Oh no...no...no! I've been burnt by you before!
(She runs out with Carlton right behind.)
(Meanwhile, in her room, Charlie was feeling hungry.)

Charlie: Actually Jessica, I am a little hungry.

Jessica: I'll ring for Marla and sing you an aria while we wait.

Charlie: That's all right. I'll go myself.

Jessica: But what about the Master? He's really not going to like this!

Charlie: I know.
(Charlie exits her room.)

Jessica: Oh dear...oh dear.
(Meanwhile, in the kitchen, Marla and Lamar were discussing recent events.)

Castle kitchen ^

Marla: I like this girl. I like her spunk.

Lamar: Well, if you ask me, she was just being stubborn. After all, he did say please.

Marla: I think that may be the first time I've ever heard him use that word.

Lamar: I believe you're right.

Marla: You see! She's already starting to have a good influence on him.
(Charlie enters.)
Oh there you are dearie. Glad to see you out and about.

Lamar: I am Lamar, head of the household.
(Carlton comes running in.)

Carlton: Lamar! The girl! She's gone! I swear my eyes never left the...Enchantee, mademoiselle.
(He kisses her hand.)

Lamar: This is Carlton...Stop it! Stop that!
(To Charlie)
If there is anything we can do to make your stay more comfortable.
Anything...anything at all!

Charlie: I am a little hungry.

Lamar: Except that.

Marla: Lamar!

Lamar: Well, you heard what the Master said!

Marla: Oh pish tosh! I'm not about to let the poor child go hungry!

Lamar: Fine. Glass of water, crust of bread and then...

Carlton: Lamar! I am surprised at you. She's not a prisoner, she's our guest! We must make her feel welcome here!

Lamar: All right, dinner. But keep it down! If the Master finds out, it'll be our necks!

Carlton: Of course...of course! But what is dinner without a little music?

Castle dining room ^

Lamar: MUSIC?

Carlton: Ma cher, mademoiselle. It is with deepest pride and greatest pleasure that we welcome you tonight. And now we invite you to relax, let us pull up a chair, as the dining room proudly presents...your dinner!

[Carlton]
Be our guest! Be our guest!
Put our service to the test
Tie a napkin round your neck, cherie
And we'll provide the rest
Soup de jour!
Hot hors d'oeuvre!
Why, we only live to serve
Try the grey stuff-

Jason: It's delicious!

[Carlton]
Don't believe me? Ask the dishes!
They can sing, they can dance!
After all miss, this is France!
And a dinner here is never second best
Go on, unfold your menu
Take a glance, and then you'll
Be our guest
Oui, our guest!
Be our guest!

[Flatware]
Beef Ragout!
Cheese Soufflé!
Pie and pudding en flambé!

[Carlton]
We'll prepare and serve with flair
A culinary cabaret
You're alone and you're scared
But the banquet's all prepared
No one's gloomy or complaining
While the flatware's entertaining

[Flatware]
We tell jokes,

[Carlton]
I do tricks
With my fellow candlesticks

[Flatware]
And it's all in perfect taste
That you can bet!
Come on and lift your glass
You've won your own free pass
To be our guest!

[Carlton]
If you're stressed
It's fine dining we suggest

[Carlton and Flatware]
Be our guest! Be our guest! Be our guest!

[Bog Singers]
Be our guest, be our guest
Get your worries off your chest
Let us say for your entree
We've an array, may we suggest
Try the bread, try the soup
When the croutons loop de loop

[Ladies]
It's a treat for any diner!
Don't believe me, ask the china!

[Men]
Singing pork, dancing veal
What an entertaining meal

[Bog Singers]
How could anyone be gloomy or depressed?
We'll make you shout encore
And send us out for more
So be our guest

[Carlton]
Be our guest

[All]
Be our guest

[Marla]
It's a guest, it's a guest
Sakes alive, well I'll be blessed!
Wine's been poured and thank the Lord
I've had the napkins freshly pressed
With dessert, she'll want tea
And my dear, that's fine with me
While the cups do their soft-shoeing,
I'll be bubbling! I'll be brewing!
I'll get warm, piping hot!
Heaven's sakes! Is that a spot?
Clean it up! We want the company impressed!

[All]
We've got a lot to do

[Marla]
Is it one lump or two
For you, our guest

[All]
She's our guest!

[Marla]
She's our guest!

[All]
She's our guest!
Be our guest!
Be our guest!
Be our guest!

[Carlton]
Life is so unnerving
For a servant who's not serving
He's not whole without a soul to wait upon
Ah, those good old days when we were useful
Suddenly, those good old days are gone
Ten years, we've been rusting
Needing so much more than dusting
Needing exercise-a chance to use our skills
Most days, we just lay around the castle
Flabby, fat, and lazy
You walked in and whoops-a-daisy!

Carlton: Baby!

Circus Baby: Come to me, my little spark.

Carlton: Ah-choo! Oui!

Circus Baby: No!

Lamar: Carlton! This time you've gone too far. This is shameless! Shameless!

[All]
Hey!

[Carlton]
Allo!

[Napkins]
Hi!

[Carlton]
And now, for your continued dining pleasure- Napkins...s'il vous plait!

[Napkins]
Ooh la la!
(All together)
Un, deux, trois, quatre, cinq, six, sept, wheee!

[All]
Be our guest! Be our guest!
Our command is your request
It's been years since we've had anybody here
And we're obsessed
With your meal, with your ease
Yes, indeed, we aim to please
While the candlelight's still glowing
Let us help you, we'll keep going
Course by course,
One by one!
Till you shout
"Enough, I'm done!"
Then we'll sing you off to sleep as you digest
Tonight you'll prop your feet up!
But for now, let's eat up!
Be our guest!
Be our guest!
Be our guest!
Please be our guest!

Charlie: Oh, Carlton, thank you for dinner. It was delicious.

Lamar: Good show, everyone! Good show! Well done! Well done! Oh my goodness, look at the time. Off to bed!

Charlie: Oh, I couldn't possibly go to bed now. It's my first time in an enchanted castle.

Lamar: Enchanted! Who said anything about the castle being enchanted?
(To Carlton)
It was you, wasn't it?

Charlie: I figured it out for myself. I'd like to look around, if that's alright.

Carlton: Perhaps you would like a tour?

Lamar: Wait a minute...wait a minute. I'm not sure that's such a good idea.
(Aside to Carlton)
We can't have you know who go poking around you know where...if you know what I mean.

Charlie: Perhaps you'd like to take me. I'm sure you know everything this is to know about the castle.

Lamar: Well, actually I do! May I draw your attention to our handpainted ceilings complete with cherubs frolicking in delight amongst the nymphs and centaurs...
(Meanwhile, in an attempt to make amends with Charlie, Michael prepared a small tray of food in order to make up for her missed dinner. He walks to Charlie's room and prepares to knock on her door.)

Michael: Act like a gentleman...act like a gentleman...this'll be good. Oh, Charlie?
(Michael knocks again.)
Charlie?
(Michael sees Charlie walking with Lamar and Carlton, so he quickly ducks into the shadows to avoid being seen.)

Lamar: Now if you will note the unusual inverted archways, you will see that this is yet another example of the late neo-classic baroque period. And, as I always say, if it's not baroque, don't fix it!
(He laughs heartily. Carlton and Charlie are silent.)
May I draw your attention to the flying buttresses above the aviary...?
(Lamar exits.)

Charlie: Oh, Carlton, it's all so beautiful! I had no idea. If only he weren't here!
(Carlton and Charlie exit.)

Michael: Act like a gentleman...I am nothing but a fool.
(He goes back to the West Wing. Lamar re-enters. Carlton and Charlie trail behind.)

Lamar: ...and thanks to some quick thinking on my part, the disaster was averted. And that was the last time a stone of that weight was quarried in this area.

Charlie: What's up there?

Carlton and Lamar: NOTHING!

Lamar: Nothing of any interest in the West Wing!

Charlie: So that's the West Wing.

Carlton: Nice going.

Charlie: I wonder what he's hiding up there.

Lamar: Hiding! What an idea! Hiding!

Charlie: Then it wouldn't be forbidden, would it?

Lamar: Perhaps you would like to see something else. We have exquisite tapestries dating all the way to Aloysious the Pretentious...

Charlie: Maybe later,
(She moves closer to the West Wing.)

Carlton: Perhaps you would like to see the gardens...or...or the library?

Charlie: You have a library?

Carlton: With books!

Lamar: Oh yes! Scads of books! Mountains of books! Forests of books! Cascades! Cloudbursts! Swamps of books!

Carlton: Books with pictures! Books with words!

Lamar: More words than you could ever be able to read in a lifetime!

Carlton: Books on every subject, by every author who set pen to papier!

The West Wing ^
(They toddle off. Charlie glances over her shoulder at the West Wing and her curiosity gets the better of her. She turns back and heads up the stairs. Charlie enters Michael's lair. She shudders as she steps through. Something catches her eye and she turns. It's the rose. She moves closer...awestruck. Fascinated, Charlie moves to lift the dome as Michael enters.)

Michael: DON'T TOUCH THAT!

Charlie: I'm sorry!
(Charlie backs away fearfully as he sees that the rose is unharmed, his fear begins to abate and fury rises up in its place. He slowly advances on her...eyes burning with rage.)

Michael: What are you doing here?

Charlie: I...

Michael: I told you never to come here!

Charlie: I know but...

Michael: Do you realize what you could've done? Get out!

Charlie: No...

Michael: YOU HAD NO RIGHT TO BE THERE! NO RIGHT!
(As she tries to run past him, he grabs her arm and pulls off her sleeve as she falls backwards.)

Michael: Oh...no...

Charlie: Don't touch me!

Michael: No, I...

Charlie: Promise or no promise, I won't stay here!
(Charlie runs out.)

(Michael is left alone with his remorse and self-recrimination.)

Michael: I'm sorry! I'm sorry! I didn't mean to frighten you. I didn't mean to hurt you. You don't understand. There's so little left of me...So little left.

[Michael]
And in my twisted face
There's not the slightest trace
Of anything that even hints at kindness
And from my tortured shape
No comfort, no escape
I see, but deep within is utter blindness
Hopeless,
As my dream dies,
As the time flies

Love a lost illusion
Helpless
Unforgiven
Cold and driven
To this sad conclusion

No beauty could move me
No goodness improve me
No power on Earth, if I can't love her
No passion could reach me
No lesson could teach me
How I could have loved her
And make her love me too
If I can't love her, then who?

Long ago I should have seen
All the things I could have been
Careless and unthinking
I moved onward

No pain could be deeper
No life could be cheaper
No point anymore, if I can't love her
No spirit could win me
No hope left within me
Hope I could have loved her
And that she'd set me free
But it's not to be
If I can't love her
Let the world be done with me