- Back at the house, the baroness is telling the captain how happy she is to be there.
- We learn that the captain is different here—and he doesn't like it in Vienna with all the fancy parties and boring music.
- They flirt for a while. The baroness brought some meaning back into his life, according to the captain.
- Max comes out. Seems he lost out on another group for the music festival. He thought he could make some money as a music promoter.
- Max jokes that he likes leeching off rich people like the captain and the baroness.
- The captain goes inside, and Max pumps the baroness for information about when/whether they're getting married.
- The baroness says that the captain is interested in getting married for sure, but maybe not to her. Max really wants them to get married. It would be great for him.
- Rolfe shows up and starts throwing pebbles at Liesl's window, thinking he's alone.
- Captain von Trapp comes out and asks what he's doing.
- He gives Max a telegram and a "Heil Hitler" salute. The Captain does not like that—he's not a fan.
- Max and the captain have a disagreement when Max basically says that "what's going to happen is going to happen," and the captain just needs to "make sure it doesn't happen" to him.
- The captain loses his temper, warning Max never to say that again.
- After Max leaves, the captain and the baroness talk about the situation in Austria. The captain's afraid that the world he knows is disappearing.
- News flash: It is.
- Suddenly there's a ruckus out on the river behind the house, and the kids and Maria appear in a boat.
- They're laughing and giggling as Maria accidentally capsizes the boat while shouting her hellos to the captain. They all stumble out of the water, giggling hysterically.
- The captain blows his whistle and the kids immediately stop laughing and hop into line.
- The captain inspects them, then introduces the baroness to his children. This is not the kind of impression he was hoping they'd make on his girlfriend.
- He orders them inside to change clothes. Maria starts to follow, but the captain orders her to stay.
- The baroness excuses herself, sensing that things are about to get awkward.
- The captain asks her if the children had been climbing trees, finally connecting the dots and realizing those tree "urchins" were his kids.
- Yep.
- To make matters worse, she reveals that the children are wearing her old curtains.
- Maria tries to tell the captain about the kids—how they feel, what they need. You know, tons of stuff the captain doesn't want to hear.
- Maria doesn't let him shut her up.
- He tells her he wants her to pack her bags and return to the abbey.
- Right then, he hears singing coming from inside the house. His eyes widen. Who's singing?
- It's the children. Maria taught them a song to sing for the baroness. He rushes inside to listen.
- After watching them for a minute or two, he joins them in a song. You've got to be kidding.
- The still-drenched Maria shows up in the doorway and watches the scene with loving looks.
- The captain casts a warm look towards Maria. Guess who notices? Hint: Baroness Schraeder.
- After they're all done singing, the kids are astounded. Seems that they haven't heard their father sing in ages. Group hug.
- Gretl gives a bunch of edelweiss to the baroness, who's charmed.
- The captain turns around and sees Maria standing in the doorway, and she scurries away. He chases after her, apologizing for "behaving badly."
- He admits she was right, and that he doesn't know his kids. She says there's still time.
- He asks her to stay.
- After he leaves, she jumps for joy and hurries up the stairs.