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- Back at the house, Maria's getting ready for bed. Frau Schmidt brings her some fabric for some new dresses. She's never seen such fancy stuff.
- They talk about the Captain's upcoming trip to Vienna, where he'll see Baroness Schraeder.
- Frau S. says that she thinks the captain and the baroness might be getting married.
- Now Maria knows why God sent her to the von Trapp home: to help the children adjust to a new mother.
- Maria kneels down for her prayers, as Liesl tries to sneak in the window behind her.
- Liesl's soaked and asks Maria not to tell on her.
- She cooks up a story about why she was out so late, but eventually she admits she wasn't just taking a walk alone.
- Maria sends her into the bathroom with a spare nightgown and instructions to soak the dress in the tub. She's hoping they can have a chat about Liesl's nocturnal wanderings when she's through.
- While Liesl's doing that, Gretl bursts in, scared by the storm.
- Soon the other girls join, and Maria invites them to come hang out in bed. The boys follow shortly.
- Maria sings to them about the stuff that makes her feel better when she's scared ("My Favorite Things").
- While they're singing, Captain von Trapp appears and stops the singing in its tracks. The kids are supposed to be in bed.
- Maria starts defending herself, but ultimately she sends them all back to bed.
- The captain reminds her that the house is all about discipline. Peace out, captain.
- Maria asks for more fabric for playclothes for the children, but he refuses.
- She feels pretty down about it for a minute or two, before realizing she can turn her old curtains (which are about to be replaced) into outfits for the kids. She cheers right up.
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