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Happy, asleep in his old bedroom, wakes to the noise of Linda and Willy talking in the kitchen. Overhearing Willy muttering about the past, Happy and his brother, Biff, express concern for their father’s mental health.
The men reminisce about their pasts.
Biff tells Happy he’s upset about his fight with Willy. Happy thinks Willy is anxious about Biff’s aimlessness and asks Biff what he’s doing with his life.
Happy tells Biff that he’s unhappy, too. Despite his apartment, cars, and the women he surrounds himself with, he feels lonely.
Biff and Happy fantasize about moving to the West together and opening a ranch where they could work with their hands. But Happy can’t bring himself to abandon his urban pursuit of wealth—even though he hates it.
Biff and Happy chat about women. Both agree they’d like to settle down with someone, but Happy admits to messing up his friends’ relationships just for the fun of seeing if he can get their girls.
Happy assures Biff that asking Oliver for some money to start a business is a great idea. Happy’s sure that Oliver will be psyched to help his brother out.
Biff and Happy overhear Willy talking to himself downstairs again. Happy expresses concern for him, but the two go back to sleep.
The scene switches to the action occurring in Willy’s mind. Biff and Happy are shown as young boys washing Willy’s car and desperately attempting to impress their father.
Willy snaps out of his daydream and realizes Happy’s in the room. Willy starts bashing himself for not going to Alaska with his brother, Ben, when he was a young man. Happy tries to soothe him but quickly becomes engrossed in Willy’s fantasies of striking it rich.
When Charley, Willy’s neighbor, comes into the kitchen, Happy goes back upstairs.
Woken by their father again, Biff and Happy come into the kitchen, deeply concerned, and ask Linda what’s going on.
Willy comes into the room and begins to argue with Biff. Happy interrupts and says that Biff is going to see Bill Oliver the following morning to ask about a business loan. Happy tells Willy that he and Biff are thinking of starting a sporting goods business in Florida with the money that Biff gets from Oliver.
Happy leaves early the following morning for work.
The scene shifts to Frank’s Chop House. Happy chats with a waiter named Stanley. They spot a super-hot woman coming into the restaurant and check her out. Happy shamelessly flirts with her and lies through his teeth about himself and Biff.
Happy gets the girl to cancel her plans and to call a friend over join him and Biff on a double date.
Biff shows up and reveals to Happy how terribly the "meeting" with Oliver went. The younger brother tries to convince Biff not to tell their father.
As Biff tries to tell his dad what happened, Happy repeatedly interrupts with the hopeful insistence that everything went wonderfully.
After their dad starts getting weird (flashback-style) at the restaurant, Happy and Biff ditch him for the girls that Happy was flirting with. Later that night, Happy and Biff return home. Linda is furious that they left their father at the restaurant.
Happy goes upstairs to bed, but he comes down again when he hears an argument between his dad and Biff.
Later, in bed again, he hears Willy rush out of the house and jump into the car. He comes running downstairs with Biff and Linda, and they all hear the car crash.
Linda, Charley, Biff, and Happy stand at Willy’s grave. The boys try to comfort Linda.
Biff is sure that his father was misguided and didn’t know himself, but Happy blindly defends Willy to the end, even vowing to take up his father’s dreams of being the number one man in the mindless race of materialism.