He puts the weight of his whole body against the door and it pushes open. In a panic, Baby Doll screams and runs across the rafters of the attic, falling through to the plastered floor. She is precariously perched across one of the beams. Calmly, Vacarro asks her one more time to sign his affidavit (that Archie committed arson) or he will walk out and cause the whole floor to give way under his added weight. Desperate, absolutely fear-stricken and panting, she agrees to sign: "I'll do whatever you want - only hurry!" Vacarro kisses the paper when he finally gets what he wants, her signature for incriminating testimony against the dishonorable Archie, instead of her own honor or 'virtue'.

When she gets out of the attic, he clambers down the stairs, grinning: "OK, you're 'Home free'! And so am I! Bye-bye!" But she is greatly disappointed that he is leaving without a kiss for her:

Baby Doll: But wait a minute, Mr. Vacarro. Where are you goin'? (She runs down the stairs after him)
Silva: Back to my little gray Quonset home in the West! To take a peaceful siesta.
Baby Doll: But I want to uh, I want to uh - Is that all that you wanted? Me to confess that Archie Lee burnt down your gin? (She sits on one of the stair steps)
Silva: What else did you imagine, Mrs. Meighan?
Baby Doll: Well...(long pause)
Silva: Mrs. Meighan, I-I, you're a child, Mrs. Meighan. That's why we played the game of hide-and-seek. It's a game for children. (Claps of thunder are heard)
Baby Doll: You don't have to go all the way home to take a nap. You could take a nap here. It's gonna rain anyhow.
Silva: All the furniture's been removed from the house.
Baby Doll: Not the stuff from the nursery. There's a small bed in there - a crib. You could curl up and let the slats down.
Silva: I'll be happy to accept the invitation. (Thunder sounds again) (He reaches the top of the stairs) Come on up and sing me to sleep. (He continues on up)
Baby Doll (bewildered): My Daddy would turn over in his grave. (Thunder again)

Tired from his afternoon's exertions, Vacarro curls up in Baby Doll's crib with the slats down - one of the few pieces of furniture left in the house. He waves at her with one hand as she approaches. His other hand holds his riding crop. She comes into view and gently takes the whip from his hand, and then covers him. The film fades-out - [an off-screen seduction scene followed?]

In the supply store in Memphis, Archie is first denied credit, but then allowed to part with a new, wrapped-up part for his repairs. When he finally gets back to the gin, he is chagrined to learn from Rock, Vacarro's man, that the gin is running again. The mill is in better operating condition, because Rock put in a new saw-cylinder from the Syndicate and replaced his workers with theirs.

When Archie returns home to a silent house, Vacarro is still asleep in Baby Doll's crib, with her resting beside him, still dressed in only a silk slip. After fortifying himself with a swig from another hidden bottle of alcohol, he finds a lazy Baby Doll descending the staircase also, now covered with debris and fallen plaster from the attic. He keeps asking about her indecent clothing: "Ain't I told you not to slop around here in a slip?" Archie's shouting startles Aunt Rose, who rushes out of the kitchen: "Supper almost ready, now!!"

Archie tells Baby Doll that a new bureau in Washington D.C., the U.W. (which stands for 'useless women') has secret plans to round up destructive women and shoot 'em. Sexually awakened - and unintimidated by his blustering verbal assaults, Baby Doll articulately wonders if they also have plans to round up destructive men and shoot them too. He notices a distinct change in her attitude toward him - having been enlightened and matured (filmed earlier in a discreet manner) and given a new awareness of her husband's brutality:

Archie: What destructive men you talkin' about?
Baby Doll: Men that blows things up and burns things down because they're too evil and too stupid to git along otherwise. Because fair competition is too much for 'em. So they turn criminal. They do things like Arson. The willful destruction of property by fire...

She steps out to the porch in her slip, in full view of a group of men on the road (from the Syndicate Plantation) who give a wolf-whistle at her. Archie anxiously asks:

Archie: Who said arson? Who spoke of this willful destruction of...why YOU never knew them words. Who SAID it to ya?
Baby Doll: Sometimes Big Shot, you don't seem to give me credit for very much intelligence at all. I've been to school in my life and I'm a magazine reader.

Archie Lee charges out toward the men on the road across the road, angry that they have insulted his wife and mockingly laughed at him:

Archie: Nobody's gonna insult no woman of mine!
Baby Doll: You take a lot for granted when you say mine. I came to you today for protection and what did I git? Slapped! Sent home. I'm tellin' you that the agreement between us is over.
Archie: You're darn tootin' it's over. In just three hours, three hours, the terms of our agreement will be settled for good.
Baby Doll: Don't count on it.
Archie: Sharp at midnight.
Baby Doll: Too much has happened here lately...
Archie: Well, my credit is wide open again!
Baby Doll: And so is the jailhouse door if the truth comes out.
Archie: Are you threatenin' me with blackmail?

Vacarro appears at the top of the stairs, and Baby Doll greets him: "HEIGH-HO SILVER..." Archie quizzically turns and eyes him suspiciously, aroused by the implications of his long afternoon visit:

Baby Doll: Archie Lee. Mr. Vacarro says that he might not put up a new cotton gin but might let you gin out his cotton for him all the time. Ain't you pleased about that? He's gonna come tomorrow with lots more cotton and while you're ginnin' it out, he's gonna have me entertain him, make lemonade for him. And it's gonna go on and on, maybe even until next fall.
Silva: It's the Good Neighbor Policy in practice. (Vacarro slides down the stair banister to her.)

Vacarro is invited to stay for supper, as Archie's heartburn and pain in his belly worsen - shocked by Baby Doll's revelations:

I work like the hammers of hell!! I come home to find the attic floor has fell through, my wife bad-tempered and insultin', and a supper of hog slops...

As Archie phones the Bright Spot Cafe in a room adjacent to the dining room before supper, Baby Doll enters buttoning up her dress and wearing a "baby blue" ribbon in her hair. She and Vacarro retreat behind a nearby wall, and he asserts: "I do my own justice." She is fearful of her husband's murderous mood and his rough friends, and advises him to leave, but Vacarro is confident: "I got the ace of spades in my pocket and l'm not going to give in" (her signature on the confession). He also asserts: "I do my own justice" - without need for the local law courts. And then he compliments her:

"I find you different this evening in some way...grown up suddenly."

Baby Doll looks over at him gratefully with a wanton look. She reaches for the beaded chain on the light bulb above her head and switches off the light, engulfing them in darkness. They kiss as she breathes heavily - and then they kiss again. After Archie mumbles a few more indistinct words into the phone, and Aunt Rose switches on the light, he hangs up, and they sit down to supper. In the stark room, a bare lightbulb hangs above the table - Archie must sit on an overturned crate because there aren't enough chairs. Thoroughly antagonized, Archie sneers at Baby Doll and asks:

Is that what they call a Mona Lisa smile you got on your puss?

Archie, further incensed by Vacarro's flirtation with Baby Doll, bellows out instead toward the demented old Aunt Rose. She doesn't have food for the table in the disastrous meal scene, but brings out a big white pot of raw greens anyway. They are uncooked (Archie asks rhetorically: "What is this stuff? Grass?"), because she forgot to light the stove before visiting a comatized friend in the hospital that afternoon. Archie forces Aunt Rose to sit down and answer a question about her "plans for the future." Perceptively coming to Aunt Rose's defense, Vacarro comments:

Mr. Meighan, when someone feels uncomfortable over somethin', it often happens he takes out his annoyance on some completely innocent person.

In a pathetic voice, Aunt Rose tells Archie, in a heartbreaking speech, about her years of cookin' around people's houses and faithful service:

I've helped out my relatives, my folks, whenever they needed me. I was always invited, sometimes begged to come. When babies were expected or when somebody was sick, they called for Aunt Rose, and Aunt Rose was always ready. Nobody ever had to put me out. If you gentlemen will excuse me from the dinner table, I'm goin' up and pack...I don't have nowhere to go!

Silva promptly and gallantly offers to hire Aunt Rose to cook for him at his place, taking pity on the plight of the feeble-minded woman who is regarded as an outsider (like he is). Suspecting that Silva is only a foreign opportunist, Archie becomes more infuriated with him for displacing him even further:

Archie: Is anything else around here you wanna take away with ya, Mr. Vacarro? Well, is there?
Baby Doll (answering for him): Why yes, Archie Lee. Mr. Vacarro noticed that the house was just full of furniture and he would like to borrow about five complete sets of it...(Archie pounds on the table and rises.)

Baby Doll's hint for Vacarro to take the furniture is another territorial insult. In a second memorable "seduction" scene (within Archie's sight and hearing), Vacarro begins his supper by hungrily dipping huge hunks of bread into the pot of uncooked greens, telling Baby Doll: "Colored folks call this pot liquor." Amused and giggling, Baby Doll joins him as they share bites of the dripping mess: "I love pot liquor....Crazy 'bout pot liquor..."

Crazed while listening to them moaning and exchanging looks: "Mm-umm, Good!", Archie grabs a piece of dangling glass from the dusty old chandelier (a symbol of the mansion's past splendor and Archie's crumbling, lost affluence), wheels about and hurls it at them. He boasts about his "respected position," but reveals his mean, prejudiced, and threatening personality when he suspects that Baby Doll and the calculating Vacarro are lovers, and that he has been cuckolded:

Archie: ...You think I'm deaf, dumb an' blind or somethin', do ya? But you're mistook. Oh brother, oh brother, but you're much, much mistook. I know, I know, I guess I look like a - I guess I look like a...
Baby Doll: What do ya guess you look like, Archie Lee?
Archie: Some sweet little innocent Baby Doll of a wife, oh, not ready for marriage. Oh no, not ready for marriage, but plenty ready to go out...(Baby Dolls rises and he grabs her by the head to make his point) I see how it's funny. It sure is funny, isn't it, huh? But there's one little teensy-weensy thing that you've overlooked. I got position. I got position in this county where I was born and brought up. I hold a respected position. Lifelong member of every organization in the...On my side are friends, friends, long-standin' business associates, and social. You see what I mean, huh? (To Vacarro) You ain't got that advantage, have you, mister? But have ya, huh?...Ain't you a dago or somethin', makes you an I-talian....All I gotta do is get on the phone...I don't even have to make a phone call. I can handle the situation myself.
Silva: What situation? What situation do you mean?
Archie: Situation which I come home to find here under my roof. Oh, look here now, oh, I'm not such a marble-missin' old fool that I couldn't size it up. I sized it up the minute I seen you was still on this place and her, her - with that sly smile on her! And you with yours on you! I know how to wipe off both those sly...

Vacarro, claiming that he is "not revengeful," cooly and victoriously challenges Archie with his knowledge that he set his gin on fire. He unveils the affidavit that Baby Doll signed - proof of Meighan's arson plot - with the threat of Baby Doll's testimony against him:

Meighan! You know, and I know, and I know that you know that I know - that you set fire to my cotton gin last night. You burnt down the Syndicate Gin and I got here in my hand a signed affidavit, a paper, signed by a witness, whose testimony will hold up even in the law courts of Tiger Tail County - That's what I come here for and that's all I got...whatever else you suspect, well, you're mistaken...Isn't that so Mrs. Meighan? Isn't your husband mistaken in thinkin' I got anythin' out of this place but this signed affidavit which was the purpose of all-afternoon call?...I'm foreign, Meighan, but not revengeful, at least not more than is rightful. Now, we got a workable Good Neighbor Policy between us. It might work out, anyhow I think it deserves a try...

And then Vacarro admits that he has coaxed other favors from Baby Doll, and that there exists a "certain attraction" between them - after a crib-nap, a sung lullaby, and "the touch of cool fingers":

Now, as to the other side of the situation, which I won't mention. Well, all I can say is, a certain attraction exists. Mutually, I believe. I needed a little shut-eye after last night's excitement. And I have faint recollection of being sung to by someone - a lullaby song that was sweet and the touch of cool fingers, but that's all, absolutely.

Hysterical with furious rage, Archie raises his voice:

You've just fixed your wagon with this smart talk, oh you just fixed your wagon. I'm gonna wipe that grin off your greasy wop face for good...

Archie charges into another room to get his shotgun as Vacarro retreats outside after being signalled by Baby Doll to get out quickly. Baby Doll is struck by Archie (offscreen) as he roams through the house to find the interloper. She screams out angrily:

That's the last time you're ever gonna lay your hands on me again. You Stinker. You Stinking Stinker Stinker!

While Baby Doll (now "the ex-Mrs. Meighan") phones the police to alert them to her husband's abuse and crime, Vacarro climbs up and hides in the pecan tree in the yard. Later, she joins him for refuge, unseen by Archie, after Vacarro extends his hand and hoists her up into the fork of the tree. Wild-eyed and drunk, Archie indiscriminately and randomly blasts away at shadows around his property, searching for the "yellowbellied wop." He eventually cracks under the strain and pathetically moans the name of his wife.

A car's headlights shine on the front porch - Aunt Rose responds that she is ready for her ride to take her away, but it is the town marshal. While they put handcuffs on Archie and take him into custody, Archie warns:

OK, OK, put me in that, that stinkin' black calaboose, I ain't a white man? No, I ain't a white man, so throw me in. But don't you leave my Baby Doll here with him. Don't you leave him here with her...Listen, you're a married man. You understand how I feel, don't you...?...

Vacarro leaves with Rock after telling the police that he will go directly to the county sheriff with his affidavit. Before he departs, he turns and tells Baby Doll that he will return the next day - but she isn't so sure. Archie is also worried about what will happen to him:

Archie: ...What happens tomorrow?
Marshal: Well, the town marshal has no control over tomorrow.

Baby Doll walks back toward the house where Aunt Rose sits on the porch. Aunt Rose, who was promised a job, thinks she has been forgotten: "Your friend forgot me." Midnight strikes, and Archie notes: "Today's my Baby Doll's birthday." Baby Doll, insecure and worried about her fate, commiserates with Aunt Rose that Vacarro may not make good his promise to care for them:

He's comin' back tomorrow with more cotton...We got nothin' to do but wait for tomorrow and see if we're remembered or forgotten.

In the film's ambiguous ending, the last image is of the marshal's car driving away the beaten Archie into the night, and a dark, silhouetted view of the decaying mansion.