The art students' ball is off the chain. It's a black-and-white masquerade ball gone wild. Everybody's in costume and, by Jerry and Milo's estimation, a full bottle of champagne ahead of them.
Jerry and Milo run into the fray. Milo bumps into Adam, who's dressed like a cowboy and, naturally, behind a piano.
Adam and Milo move to the bar, and Adam pours Milo a glass of bubbly, telling her that his buddy Jerry Mulligan made him come to this crazy shindig.
He tells Milo that Jerry's a painter, and he's going to have big exhibition, but Adam thinks it's a mistake.
When Milo asks why, Adam says it's because he has an overly aggressive sponsor.
Milo tells Adam that she thinks he should know that she's Jerry's sponsor. Adam says he knows she is, then leaves. Sick burn, Cook.
Jerry was right: everybody in Paris is there, including Henri and Lise, who dance cheek to cheek.
Henri and Lise approach Jerry and Milo. Henri introduces Lise to Jerry and Milo, and Jerry pretends like he's never met Lise before.
Henri excitedly tells Jerry and Milo that this is their last night in Paris. They're getting married in the morning, and then leaving for America. Then Henri and Lise head back to the dance floor.
Milo thinks she recognizes Lise, but can't place her face.
Henri tells Lise that Jerry's a super-cool dude. Lise looks like she's going to barf.
Jerry apologizes to Milo for bringing her to the ball, and Milo realizes where she knows Lise from. Jerry tells Milo he's in love with Lise, and Milo excuses herself to get more champagne.
Jerry goes out for air and does a quick sketch of a gate on the back of a party flyer he found on the balcony. Lise follows him.
Jerry tells Lise that he's surprised that she and Henri are leaving so soon.
Lise says it's horrible to stand next to him and not have her arms around him. Jerry tells her she'll always be standing next to him. We would've told her that maybe she shouldn't be marrying some other dude and running off to America, but that's just us.
Jerry tells Lise that he came to Paris because his favorite painters studied there, and he thought something marvelous would happen to him, too. It did, and it's her. Aw.
Now that she's leaving, Paris holds nothing for him. Then Jerry tears his sketch of the gate in half.
Lise tells Jerry not to let her leave him this way, and they embrace. Then she runs off yet again. It's all really dramatic.
Jerry gazes out at the Paris skyline. The camera pans, and we spot Henri smoking in the shadows. Oh, snap—he heard everything.
Jerry watches from the balcony as Henri and Lise leave the ball. Lise turns back and looks at Jerry once more before getting in the car. As they drive away, Lise's eyes are filled with tears. Henri looks concerned.
Cut to a tight close-up of Jerry's face. He looks defeated…and a little demented. The wind picks up and blows the pieces of his sketch back together. Everything's eerie all of a sudden.