Lily accuses her thieving partner of enjoying the allure of personal sex (with Mme. Colet) as well as money. [The film repeatedly equates robbery and sex: "Her whole sex appeal is in that safe."] Gaston argues that he can afford to wait just a bit longer - that will ensure a full safe with 850,000 francs. Lily jealously fears losing Gaston to the guarded, penetrative intimacies of sex with Mme. Colet: "This woman has more than jewelry." She defines her own attraction for Gaston only in terms of his criminality:

Gaston: You're talking like a child. You know exactly what we're here for and what it's all about.
Lily: This woman has more than jewelry.
Gaston: Oh!
Lily: Did you ever take a good look at her, uhm.
Gaston: Certainly.
Lily: They're all right, aren't they?
Gaston: Beautiful. What of it? Let me tell you something. As far as I'm concerned, her whole sex appeal is in that safe.
Lily: Oh, Gaston. Let's open it right now. Let's get away from here. I don't like this place.
Gaston: No, no, sweetheart. There's more sex appeal coming on the first of the month. It's only ten days - 850,000 francs.
Lily: Darling, remember. You are Gaston Monescu. You are a crook. I want you as a crook. I love you as a crook. I worship you as a crook. Steal, swindle, rob. Oh, but don't become one of those useless, good-for-nothing gigolos.

The first romantic opportunity for Gaston and Madame Colet ("trouble in paradise") presents itself in a succession of close-ups of clock faces marking time. Their first night's affair is defined entirely by temporal measurements in the enchanting, captivating, and relaxed atmosphere of her home. In the intriguing sequence, the actions and emotions of the invisible, off-screen characters must be imagined:

Close-up of Art-Deco Clock (5:00 pm)
(On Gaston's Office Desk)
Chimes Signal the End of the Working Day

Lily: Goodbye, Gaston darling.
Gaston: Goodbye, sweetheart.
Lily: Well, I'll leave you alone with that lady. But if you behave like a gentleman, I'll break your neck.

Close-up of Same Art-Deco Clock (5:12 pm)

Mme. Colet: (after knocking on the door) Oh, Monsieur LaValle.
Gaston: Yes, Madame.
Mme. Colet: Has Mademoiselle Vautier gone?
Gaston: Yes.
Mme. Colet: Oh, that's too bad. I wanted to ask her to ask you if you would be good enough to go out to dinner with me tonight.
(Nervous laughter)

Close-up of Art-Deco Clock (9:05 pm)
(Now Casting a Twilight Shadow)

A telephone rings, but is not answered. (It is Lily calling while Gaston and Mme. Colet are out to dinner.)

Close-up of Art-Deco Clock (10:50 pm)

A door opens, casting light from the hall onto the clock.
Gaston/LaValle: Good night, Madame. And let me tell you again, you dance like a dream.
Mme. Colet: Oh no, it's the way you lead.
Gaston/LaValle: No, Madame, it's the way you follow.
Mme. Colet: No.
Gaston/LaValle: Yes, Madame.
Mme. Colet: Well, the evening's still young. Let's go down to the living room and talk it over.

Close-up of Clock in Living Room (12 midnight)
Chimes Signal Twelve Midnight

The camera pans to the left and reveals an opened bottle of champagne in an ice bucket.

Close-up of Hall Clock (2:00 am)
Chimes Signal Two O'Clock

The camera pans to the left where Mme. Colet, dressed in a shimmeringly-elegant evening gown, stands at her half-opened bedroom doorway. She glances longingly toward Monsieur LaValle, dressed in his tuxedo, also standing at his partially-opened bedroom doorway.
Mme. Colet: Goodnight, Monsieur LaValle.
Gaston/LaValle: Goodnight, Madame Colet. (She turns out the hallway light, leaving only the illuminated hallway clockface to provide light)
Mme. Colet: Goodnight.
Gaston/LaValle: Goodnight.
They both close their doors - and lock them.

During a garden tea party hosted by Mme. Colet, she strolls with her "secretary" Monsieur LaValle. As the scene is played, they talk but their words are not heard through glass windows. She introduces him to many of the guests, including Filiba - his former robbery victim in Venice. It is their second meeting together, but Filiba doesn't recognize him, at least not yet:

LaValle: Pardon me, Monsieur, but I have the feeling we have met somewhere before.
Filiba: Sorry, I don't seem to recall the occasion. No, I'm afraid...
LaValle: Oh, I must be mistaken. I beg your pardon.
Filiba (to his female companion): That man never met me, and he knows it. Trying to make social connections. (A short time later) ... I know I never met that man, and yet, LaValle?...LaValle. You know, if I like a man, I remember him, and if I don't like him, I never forget him. In a nutshell Madame, it is little things like that that drive me crazy. Excuse me. (He approaches Monsieur LaValle) Monsieur LaValle?
LaValle: Yes, Monsieur Filiba?
Filiba: Did we? No. No? And yet...

Although Monsieur Giron is wary of discussing business matters with Monsieur LaValle during the party, Mme. Colet defers to him anyway. Giron suspects LaValle is an imposter and questions him about his familial connections in Marseilles:

Giron: I have enjoyed the confidence of this family for more...
LaValle: ...for more than forty years. Madame told me.
Giron: And I have known the LaValles of Marseilles for more than thirty years. Monsieur LaValle! You seem to be persistently evading my questions.
LaValle: And you, Monsieur Giron, seem to be persistently disturbing my examination of your report.

Putting Giron on the defensive while evading his questions, LaValle insinuates that Giron is slightly nervous about the report, possibly because it isn't an "honest" one.

Filiba suddenly realizes that he has seen Madame's secretary somewhere before. His memory is triggered by the sight of a gondola-shaped ashtray as he snuffs out his cigarette. Replacing any dialogue or facial expression, the music rises in a short chorus of "O Sole Mio" as he remembers the circumstances of their first meeting in Venice. LaValle fearfully tells Lily that their ruse might be coming to an end:

Gaston/LaValle: Yes, Filiba. Venice. Grand Hotel. Room 253...
Lily: 5, 7, and 9.
Gaston/LaValle: Yes.

Before leaving the party, Filiba confronts LaValle, but the clever impersonator distracts and diverts Filiba's potential accusations with a shower of confusing questions and fanciful erotic suggestions:

Filiba: Before I go, and before I say goodbye, I want to ask you one question. Have you ever been in Venice?
Gaston/LaValle: No.
Filiba: You've never been in Venice?
Gaston/LaValle: No. Have you ever been in Vienna? ... Amsterdam? ... Constantinople? ... You've never been in Constantinople?
Filiba: No.
Gaston/LaValle: But you have been in Venice?
Filiba: Yes.
Gaston/LaValle: Then let me tell you. Venice can't compare with Constantinople. I don't care what you say. In Constantinople, at least you have streets, sultans, pashas, turbans,...
Filiba: (adding) ...and harems, hmm?
Gaston/LaValle: All kinds. (As Gaston and Filiba both whisper something in each other's ears about belly dancers and harems in Constantinople, Turkish background music plays to suggest the far-off, exotic location)

To make their fast getaway, Gaston orders two first class/sleeper tickets to Berlin on the night express train for Lily and himself. To appease Mme. Colet, he also orders five dozen "deep red roses," instructing the floral shop to attach a card to the basket to be delivered the following morning: "In memory of the late Monsieur LaValle."

Mme. Colet is invited to attend a dinner engagement at the Major's during which time Monsieur LaValle intends to rob her safe and disappear forever. However, his smooth, sexual charm encourages her to change her mind about attending, and she walks back up the stairs at 7:50 pm to his office to join him:

Mme. Colet: What are you going to do with my day tomorrow, Monsieur LaValle?
Gaston/LaValle: Well, we'll have breakfast in the garden - together...then horseback riding - together...then lunch in the Bois... [the Bois de Boulogne, a park in the West of Paris]
Mme. Colet: Together.
Gaston/LaValle: Then I would say a little nap -
Mme. Colet: (after chuckling) How do you like my new dress?
Gaston/LaValle: Beautiful.
Mme. Colet: Hair?
Gaston/LaValle: Marvelous.
Mme. Colet: Lipstick?
Gaston/LaValle: Crimson.
Mme. Colet: Correct.

At 8:00 pm, a see-saw scene develops in which Jacques is alternatingly told (as he walks up and down the stairs) that Mme. Colet first doesn't need her car, and then does. As the two engage in a discreet affair, the sleek and glamorous woman makes finger-snapping sexual advances. With genuine love, she is willing to ruin her reputation by loving him:

Jacques: The car is waiting, Madame.
Mme. Colet: (emerging from LaValle's office) I won't need the car. I'm not going.
Gaston/LaValle: (emerging from his office) Jacques...Madame has changed her mind. She'll be down in a minute...
Mme. Colet: But I told you I don't want to go.
Gaston/LaValle: But you have an engagement, and I don't want people to talk.
Mme. Colet: Talk, about me? About us?
Gaston/LaValle: Precisely.
Mme. Colet: Afraid I'm ruining your reputation, Monsieur LaValle?
Gaston/LaValle: No, yours Madame.
Mme. Colet: Monsieur LaValle, I have a confession to make to you. You like me. In fact, you're crazy about me. Otherwise, you wouldn't think about my reputation. Isn't that so? But incidently, I don't like you. I don't like you at all! And I wouldn't hesitate one instant to ruin your reputation - (She snaps her fingers) - like that! (As they talk about their reputations, their mouths are only inches apart)
Gaston/LaValle: You wouldn't?
Mme. Colet: No, I wouldn't!
Gaston/LaValle: (snapping his fingers) Like that?
Mme. Colet: (snapping her fingers again) Like that!
Gaston/LaValle: I know all your tricks.
Mme. Colet: And you're going to fall for them.
Gaston/LaValle: So you think you can get me?
Mme. Colet: Any minute I want.
Gaston/LaValle: You're conceited.
Mme. Colet: But attractive.
Gaston/LaValle: Now let me tell you...
Mme. Colet: Shut up - kiss me! (They kiss) Wasting all this marvelous time with arguments...(They kiss again)