As he leaves the office for lunch, Babbitt decides that from now on, he'll walk to the Athletic Club for his lunches. At this very moment, though, he realizes that it's too late for him to walk on this occasion.
While driving to the club, he stops to buy an electric cigarette lighter.
When he gets to the Athletic Club, where lots of men go to hang out and no one ever exercises, Babbitt runs into a group of dudes. It's a real old boy's club: all of them have a bit of money and all of them like to rib one another whenever they can.
Babbitt asks a buddy of his if he paid too much for his electric cigarette lighter, but his buddy tells him not to worry about it. This is followed with some cruel remarks about Jewish people, even though the guy talking is named Sid Finklestein, and he probably comes from a Jewish background.
At this moment, Babbitt sees Paul come into the club and runs over to greet him. Some of the tables ask them to join, but Babbitt wants Paul all to himself.
Babbitt decides to confide in Paul about how he's been feeling down lately and he doesn't know why. He feels like he's done everything he's supposed to with his life, and still he doesn't feel any better.
Paul says of course he understands. Babbitt knows that his friend always wanted to be a fiddler and that he can't stand his wife, Zilla. This, of course, leads to a long rant about how brutal it is for Paul to be married to Zilla, who is always on his case about every little thing. He even says that he'd kill her if he had the guts.
Babbitt suggests a divorce, but Paul knows that there's no way Zilla will ever let him go. She enjoys torturing him too much.
As Paul continues to complain, he starts criticizing Babbitt for always looking like he's such an upstanding citizen. Paul says he knows though that deep down, Babbitt must have very immoral thoughts. Babbitt tries to object, but Paul keeps on ranting over him.
When Paul finally starts talking smack about being businessmen in general, Babbitt accuses him of being socialist. Paul instantly backs down because this is a really dirty word in American culture at the time.
Babbitt argues that a man should buckle down and do what he's supposed to, whether he likes it or not. Otherwise, he's just a weakling.
Of course, the conversation still makes Babbitt very uneasy.
Paul finally proposes the idea of Babbitt and him going up to Maine to be by themselves. Babbitt thinks it's a great idea.
Paul and Babbitt both know, though, that their wives will get suspicious if the men suggest that they go on a vacation alone. It looks hopeless, but Babbitt insists that he's going to think of a way to go off on vacation alone with Paul.