In this song, Black has seen the way Queenie and Burrs interact. He notices her beauty and she notices his. As Black sings about his feelings for Queenie, she does the same all while explaining her plan to make Burrs jealous, which she believes will cause him to treat her better. Kate sings about her plan to seduce Burrs by distracting Queenie with Black. Burrs notices what is happening between Black and Queenie and sings about his jealousy.