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Biff, asleep upstairs and recently home for the first time in years, wakes to the noise of Willy and Linda talking.
Overhearing Willy muttering about the past, Biff and Happy express concern for his mental health.
The men reminisce about their pasts. Biff tells Happy he’s upset about his fight that morning with Willy.
Biff says he hates the competitive world of business. Although he prefers the farm work he did in the West, he’s gone through dozens of jobs and feels he’s not making anything of himself.
Biff and Happy fantasize about moving to the West together and opening a ranch where they could work with their hands.
Biff and Happy chat about women. Both agree they’d like to settle down with someone.
Biff says he’ll talk to a former employer, Bill Oliver, and see if he can get some money to start a business.
Happy assures Biff that talking to Oliver is a great idea, especially since Biff is so well-liked.
Biff and Happy overhear Willy talking to himself downstairs again. Eventually, they go back to sleep.
The scene switches to the action occurring in Willy’s mind. We see Biff and Happy as young boys washing Willy’s car and desperately attempting to impress their father.
Biff reveals that he’s stolen a football in order to practice his game and basically receives no chastisement from his father.
We see what a popular guy Biff is when he employs his gang of fawning friends to help Linda out with the laundry.
The scene shifts to another one of Willy’s flashbacks. Young Biff and Happy enter and find Willy talking to his brother Ben. Willy tells the boys that Uncle Ben’s success is proof that great dreams can come true, especially if they’re the get-rich-quick kind of dreams.
Back in reality, Biff and Happy come into the kitchen, deeply concerned. Willy has just gone off and they ask Linda what’s going on.
Biff tells Linda that Willy treats her terribly and calls his father crazy.
Linda pleads with her son to help his father, and Biff says he’ll straighten himself out and get a job.
Willy walks in. Almost immediately, he and Biff start to argue.
Happy interrupts and says that Biff is going to see Bill Oliver the next morning. Willy is overjoyed because he’s super-positive that Oliver loves Biff and will be psyched to give him money.
Biff wanders downstairs alone and finds the piping which Willy supposedly used to try to kill himself.
Biff leaves early the next morning to try to meet with Oliver.
Later that day, Biff arrives to find his brother at Frank’s Chop House. He tells Happy that he waited six hours to see Oliver, and when he finally did, Oliver had no idea who he was.
Biff says he realized that he’d been living in a fantasy world, imagining that he’d been an extremely important, favorite salesman of Oliver’s; in fact, he’d only been a nameless shipping clerk. Willy had just talked him up to think he was more than he was.
After his total failure of a meeting with Oliver, Biff was in a fit of rage and stole Oliver’s fountain pen before running out of the building.
Biff tells Happy that he wants to let his dad know about the whole situation. He’s sick of living a lie and wants Willy to stop living one, too.
Biff tries to tell his story to Willy, but is consistently interrupted by Willy and Happy’s hopeful insistence that everything went wonderfully.
Confused and scared by his father’s behavior (Willy is bouncing in and out of another flashback), Biff promises to make good and help out.
Willy asks to be led to the door, and Biff helps him up. Biff returns to the table and pleads with Happy to help Willy.
The scene shifts fully into Willy’s flashback. Teenage Biff, upset about failing math, shows up at Willy’s hotel in Boston to find that his dad is sleeping with another woman. Biff breaks down.
Back in the present, Biff and Happy have bailed on their dad to go out with some girls. When they return home from the night out, they find their mom awake and waiting for them. She chastises them for ditching Willy.
Biff hears Willy outside and goes to him. He says good-bye to his dad and announces he’s leaving for good. Biff willingly takes the blame for his own inability to make something of himself.
Back inside the house, Willy accuses Biff of being spiteful and the two start arguing aggressively.
Biff whips out the piping that Willy tried to kill himself with and accuses his father of trying to be a martyr.
Biff angrily asserts that the whole family has never told the truth about anything. Biff starts getting honest. He screams that he’s stolen from every employer since high school and has even served jail time. He says that Willy taught him to be so arrogant that he could never take direction from an employer.
Biff explains that he had an epiphany when running off with Oliver’s fountain pen. (You know how that works.) He was trying to be something he never wanted to be in the first place, and he’s through with it.
Biff says he’s not going to pretend he can meet Willy’s expectations anymore, and he demands that Willy stop expecting him to accomplish the impossible.
Biff breaks down and begins to sob. At this point Willy realizes that his son is crying for him, that Biff does actually love him.
Later that night, Biff shouts after Willy who has sped off in the car. He hears the crash.
Biff and Happy stand at Willy’s grave. Biff says that his father never knew himself and had his dreams and aspirations all wrong. Biff is determined not to make the same mistakes as his father.