Ironically counterpointed, juxtaposed and interwoven in quick cuts with the next wild Kit Kat Club musical number, a Bavarian slap dance with a high-kicking chorus line, a German club proprietor-manager (who earlier had ousted a member of the National Socialist German Workers' Party from the club) is violently and bloodily beaten up by a group of Nazi thugs in a back alley.

Due to Sally's shameless promotion, Brian is hired for 50 marks to translate Herr Ludwig's (Ralf Wolter) manuscript, a pornographic dirty book titled Cleo, the Whip Lady. In his room after Sally asks Brian to hug her, she seductively kisses him when making a pass at him - and then pulls back from his cold lips when he doesn't reciprocate. A few moments later, she returns with her phonograph player, and lounges on his bed in front of him:

Sally: Doesn't my body drive you wild with desire? Doesn't it?
Brian: It's a very nice body.
Sally: Do you really think so, darling? It does have a certain kind of style. I mean, look, it's very flat here, not much hips, and here (she moves his hand to her breast)
Brian: It's a little early in the day for this sort of thing, isn't it?
Sally: (caustically wondering) Maybe you just don't sleep with girls. (no reply) Oh, you don't. Well, listen, we're practically living together, so if you only like boys, I mean, I wouldn't dream of pestering you. Well, do you sleep with girls or don't you?

Although reluctant to discuss such matters, Brian admits: "I do not sleep with girls. Let me be absolutely accurate." He then describes how he had three previous attempts at heterosexual sex - all disastrous ("The word for my sex life now is 'nil,' or as you Americans would say, 'plenty of nuttin'"). She asks: "Why didn't you tell me in the first place?" They decide to continue to remain best friends, albeit platonic (Sally: "And friends are much harder to find than lovers. Besides, sex always screws up a friendship, anyway, if you let it. So we won't let it").

One afternoon, tutor Brian's newest English lesson pupil turns out to be prim and proper Natalia Landauer (model Marisa Berenson in her second film appearance) - a privileged, very wealthy German-Jewish heiress (of a major department store). Claiming he is not anti-Semitic, Fritz is determined to romance Natalia and become her suitor ("I shall make a pass after her"), no matter whether she is "fat and hideous." When Sally returns home unexpectedly for a drink in the suite, Brian is alarmed that Sally will not make a good impression on Natalia and he will lose his job - 3 marks an hour. Fritz and Sally both decide to remain when the strictly-raised, young, pretty and reserved Natalia arrives for an English language "practice" party.

During polite conversation and the serving of tea, the audacious Sally blurts out a comment to specifically embarrass Brian: "I saw a film the other day about syphilis," and then recalls the German word for "screwing" or "fornication" -- "Bumsen." She adds, to further mortify him: "I spent the entire afternoon bumsening like mad with some ghastly old producer who promised to give me a contract." Later while bike riding as a foursome on a pleasant afternoon, Sally recommends an effective strategy for Fritz to make an impression on the virginal Natalia: "The only thing to do with virgins is to make a ferocious pounce." She then tells Natalia that she is very sexually experienced: "Men have found me irresistible." Fritz shares with Brian that the "gigolo business" is not doing well, because he is singularly focused on Natalia ("I think I'm falling in love with her"). After a night of dining at Natalia's home, Fritz kisses her goodnight, but expresses his frustration to Brian about her unresponsiveness: "I kiss and inside me comes the explosion. But her?...Nothing. And I'm a crazy, love-sick fool." Brian repeats Sally's advice from earlier - "You ought to pounce...Throw her on a couch or something."

Upon his return, Brian finds Sally depressed and quiet in the dark. Her unseen father had broken their dinner date at the Adlon, and had left her an abrupt ten-word excuse on a telegram: "Dear Sally: Sorry, schedule revised at last minute. Writing. Love." She yells: "Bastard! I'll show him. I'll become a big film star." With tears in her eyes and on the verge of sobbing, she explains that her indifferent father tries to love her, and perhaps thinks he does, "but the real truth is that he just doesn't care. Maybe he's right. Maybe I'm not worth caring about. Maybe I am just nothing. Nothing." Brian compliments and comforts her as a "perfectly marvelous girl - and beautiful and talented." They begin kissing, become romantic, and end up making love in bed. As they embark on an affair, she tells Brian: "Maybe those three girls were just the wrong three girls." He asks, jokingly: "Doesn't my body drive you wild with desire?"

The scene segues into Sally singing and performing "Maybe This Time" - believing she may be in love for the first time:

Maybe this time, I'll be lucky. Maybe this time, he'll stay.
Maybe this time, for the first time, Love won't hurry away.
He will hold me fast. I'll be home at last. Not a loser anymore.
Like the last time And the time before.

Everybody loves a winner So nobody loved me.
Lady peaceful, Lady happy That's what I long to be.
Well, all of the odds are They're in my favor Something's bound to begin.
It's gotta happen, Happen sometime, Maybe this time, I'll win...

One afternoon, Natalia invites Sally to her extravagant home for tea, having chosen her to confide in. Natalia tells her: "Fritz Wendel has declared love for me." She describes how one evening on her father's library sofa, Fritz feverishly threw aside formalities and made love to her ("there is fire, there is passion"). Sally quips: "Oh my god, he pounced." At first, she resisted, but then "all is equal fire, equal passion in me. And since then, I think only of him." She asks: "Is this love or mere fatuation of the body?" Sally advises: "Does it really matter, as long as you're having fun?" Natalia states that although Fritz asked to marry her, she cannot, because he is perhaps a fortune hunter - and a Christian, too. When Natalia begins crying, Sally commiserates with her ("You can't marry him, you can't give him up...My God, it's enough to drive a girl into a convent. Do they have Jewish nuns?").

At a laundry establishment, Sally meets Maximilian von Heune (Helmut Griem), a suave, dashing, hedonistic aristocratic Prussian baron - obviously wealthy and handsome. Another memorable number follows, which Sally orgiastically sings with the MC, about how they are tempted by the lure and corruptive power of capitalistic riches, symbolized by clinking coins (money and what it can buy, including clothing, champagne, and all-around opulence):

Money makes the world go around, The world go around, the world go around.
Money makes the world go around, It makes the world go round.
A mark, a yen, a buck or a pound, A buck or a pound.
A mark, a yen, a buck or a pound.
Is all that makes the world go around.
That clinking, clanking sound
Can make the world go round.

Money, money, money, money
Money, money, money, money
Money, money, money, money
Money, money, money, money

If you happen to be rich and you feel Like a night entertainment
You can pay for a gay escapade If you happen to be rich, and alone,
And you need a companion, You can ring (tingaling) for the maid
If you happen to be rich And you find you are left by your lover
And you moan and you groan quite a lot You can take it on the chin
Call a cab, und begin to recover on your 14-carat yacht.

In the club, Brian becomes jealous and skeptical of Sally's new rich nobleman suitor, when Max states to the two that he will tantalize and indulge them: "I think it's my duty to corrupt you. Agreed?" Chanteuse Sally is wide-eyed about future career possibilities with Max's connections, although Brian is dubious about Sally's tactics: "In exchange for a little infidelity." Brian's and Sally's relationship is put to the test and she is confident: "Don't worry, I can handle him...Trust me, just trust me, darling." However, in the next scene early the next morning, Max literally invades their bedroom with three glasses and a bottle of champagne.

After a day's shopping trip, Max has showered Sally with attention and gifts, which she has gladly accepted. They are late to a luncheon date with Brian. With wild abandon, Sally tells of the great time she is having, and shows off her fur coat ("Max really knows how to corrupt a girl"), perfume, silk stockings, and a blue hat. Brian's gift, a gold cigarette case offered by Max, is stiffly rejected. Max allows Sally to order caviar, although she already had caviar for breakfast. As Max drives by a bloody street scene, he dismissively and naively observes to Brian and Sally that the Nazis are only "stupid hooligans":

The Nazis are just a gang of stupid hooligans, but they do serve a purpose. Let them get rid of the Communists. Later, we'll be able to control them.

Max invites the two to his elegant country estate for the weekend. As they are driving to the estate, the scene shifts back to the Kit Kat Club where the MC sings "Two Ladies" - accompanied by two German ladies engaging with him in a menage a trois. The lyrics imply promiscuous sex: "We switch partners daily, To play as we please. Twosies beat onesies. But nothing beats threes."

Two ladies. And I'm the only man, ja! I like it. They like it. This two for one!

At the Baron's lavish estate, Brian and Sally are treated to separate rooms, maids, and a choice of alternate clothing. Max tells Brian that he is married, but separated from his wife - who is a supporter of culture living in Cologne ("We have quite a special understanding"). Max again leaves the rejected gold cigarette case for Brian in his room. In the evening, a large dinner party is held with many invited guests. To impress others, ambitious Sally makes up things about her background to regale others with. The next evening, the uninhibited threesome gets drunk. When the trio are slowly dancing together, they join into a circle in each other's arms - when the record stops with a potent silence. After spinning around, Brian becomes overwhelmed by the closeness, feels sick and collapses on the sofa.