On the moving train, they rehearse their music, with Sweet Sue ordering the two new musicians to "goose it up a little." Daphne gleefully asserts: "We'll try." Sugar does a literal, wiggling, hip-swinging rendition of "Runnin' Wild" with tousled hair:

Runnin' wild, lost control
Runnin' wild, mighty bold
Feeling gay, reckless too
Carefree mind all the time, never blue
Always goin', don't know where
Always showin' I don't care
Don't love nobody, it's not worthwhile
All alone, runnin' wild

Distracted by her 'runnin' wild,' shimmying backside and chest, Daphne spins his bass so much that he catches it (and plays) on its backside. Before an irate Sue can fire Sugar, Daphne covers up for Sugar's drinking problem - and claims the flask as 'her' own when Sugar's bourbon flask "slip(ped) through" and falls to the floor from her garter. Sweet Sue prohibits only two things during working hours: liquor and men. Daphne and Josephine assure their new boss how that won't be a problem for them because they're 'good girls':

Josephine: Men! Oh, you don't have to worry about that.
Daphne: We wouldn't be caught dead with men. Rough, hairy beasts! Eight hands. And they...they all just want one thing from a girl.
Beinstock: (indignantly) I beg your pardon, Miss!

As they prepare for bed watching all the other girls undressing and getting ready, Joe instructs Jerry to suppress his male lust:

Joe: Steady boy. Just keep telling yourself you're a girl.
Jerry: I'm a girl...I'm a girl...I'm a girl.

After a shot of the pistons on the steam-powered train plunging forward again and again, a grateful, sheer black nightie-clad Sugar climbs into Daphne's upper train berth (Number 7) in the middle of the night to thank 'her' for taking the blame for the bourbon flask. One of Daphne's wishes is fulfilled when Sugar cuddles affectionately next to him in her seductive black nightgown:

Sugar: I want to thank you for covering up for me. You're a real pal.
Daphne: Oh, it's nothing. I-uh, I just thought that us girls should stick together.
Sugar: If it wasn't for you, they would have kicked me off the train. I'd be out in the middle of nowhere sitting on my ukelele.
Daphne: Oh, it's freezing outside. When I think about you and your poor ukelele!
Sugar: If there's ever anything I can do for you?
Daphne (tongue in cheek): I can think of a million things. (She climbs into Daphne's berth.) That's one of 'em.

Jerry/Daphne's masculinity rears its assertive head when he is tempted sexually. Wriggling beside him, Sugar relates innocently - while snuggling - that when she was younger, she used to cuddle with her sister and pretend that they were "lost in a dark cave" [symbolic of female genitalia and exploration of sexual curiosity]:

Sugar: I don't want her [Sweet Sue] to know we're in cahoots.
Daphne: Oh, well, we won't tell anybody. Not even Josephine.
Sugar: Maybe I'd better stay here till she goes back to sleep.
Daphne: You stay here as long as you like.
Sugar: I'm not crowding you, am I?
Daphne: No, it's nice and cozy.
Sugar: When I was a little girl on cold nights like this, I used to crawl into bed with my sister. We'd cuddle up under the covers and pretend we were lost in a dark cave and were trying to find our way out.
Daphne: (laughing nervously) That's very interesting.
Sugar: Is anything wrong?
Daphne: No, no, no. Not a thing.
Sugar: You poor thing, you're trembling all over.
Daphne: Ridiculous.
Sugar: (She feels his forehead.) Your head's hot.
Daphne: Ridiculous.
Sugar: You got cold feet!
Daphne: Isn't that ridiculous?
Sugar: Here, let me warm them up a little. (She rubs her legs against him to provide warming friction.) There, isn't that better?
Daphne: Yeah. (muttering to himself) I'm a girl, I'm a girl, I'm a girl, I'm a girl.
Sugar: What did you say?
Daphne: I'm a very sick girl.
Sugar: Oh, I'd better go before I catch something.
Daphne: I'm not that sick.
Sugar: I've got very low resistance.
Daphne: Sugar, if you feel that you're coming down with something, my dear, the best thing in the world is a shot of whiskey.
Sugar: You've got some?
Daphne: I know where to get it. Don't move. Hold on.

Jerry asks Sugar to join him for a drink ("it's the only way to travel") for a secret party ("No lights - we don't want them to know we're having a party"). He ultimately wants to 'surprise' her by "spill-ing" or (leaking) the surprise - the revelation of his true masculine identity ("spills, thrills, laughs, and games - this may even turn out to be a surprise party"). As she hands him the drink, she unintentionally forecasts his secret:

Sugar: What's the surprise?
Daphne: Uh, unh. Not yet.
Sugar: When?
Daphne: Better have a drink first.
Sugar: That'll put hair on your chest.
Daphne: No fair guessing.

Pretty soon to Jerry's dismay, Sugar spreads the word about their "private" drinking party, and all the girls in the band cram into the upper berth for a full-scale party, dooming and spoiling his "surprise" for Sugar. Party supplies (a bottle of vermouth, a cocktail shaker - a hot water bottle, a corkscrew, cheese and crackers, paper cups, etc.) are gathered by the other girls for the party - no longer "for two." The other females pile into the cramped berth for an unintentional orgy of scantily-clad musicians with long legs. Daphne warns them to be careful: "Watch that corkscrew! No crackers in bed!...Thirteen girls in a berth is bad luck. Twelve of you will have to get out." Symbolic female and male-phallic images intermingle - the girls pour liquor into the cocktail shaker while another girl waves a cylindrical, fat sausage in front of Daphne's face ("Anyone for salami?"). Even Josephine is awakened by the noise - and asked: "Have you got any maraschino cherries on you?"

Sugar leaves to split a big chunk of ice ("before it melts") for their drinks - and becomes a close 'girlfriend' with Josephine in the Ladies Room. As an abused, melancholy alcoholic, Sugar confesses that she has always had bad luck with all-male bands and her lovers, when she easily turns weak from music ("All they have to do is play eight bars of 'Come to Me, My Melancholy Baby' and my spine turns to custard"). She talks to him about how she inevitably weakens and falls for male saxophone players in male groups and then ends up being dumped by them. (During their conversation, Josephine reminds her that 'she' plays tenor sax - unconsciously associating his bad behavior with his profession, but 'she' is promptly told: "But you're a girl, thank goodness"):

I'm not very bright, I guess...just dumb. If I had any brains, I wouldn't be on this crummy train with this crummy girls' band...I used to sing with male bands but I can't afford it anymore...That's what I'm running away from. I worked with six different ones in the last two years. Oh, brother!...I can't trust myself. I have this thing about saxophone players, especially tenor sax...I don't know what it is, they just curdle me. All they have to do is play eight bars of 'Come to Me, My Melancholy Baby' and my spine turns to custard. I get goose pimply all over and I come to 'em...every time...That's why I joined this band. Safety first. Anything to get away from those bums...You don't know what they're like. You fall for 'em and you really love 'em - you think this is gonna be the biggest thing since the Graf Zeppelin - and the next thing you know, they're borrowing money from you and spending it on other dames and betting on horses...Then one morning you wake up, the guy is gone, the saxophone's gone, all that's left behind is a pair of old socks and a tube of toothpaste, all squeezed out. So you pull yourself together. You go on to the next job, the next saxophone player. It's the same thing all over again. You see what I mean? Not very bright...I can tell you one thing - it's not gonna happen to me again - ever. I'm tired of getting the fuzzy end of the lollipop.

Josephine's only pertinent observation is that: "brains aren't everything." Sugar drinks because she is unhappy. Now that she is almost 25 years old ("a quarter of a century"), she hopes to husband-hunt in Florida where there are "millionaires - flocks of them. They all go South for the winter like birds." Sugar describes the kind of man ("rich bird") she is looking for - a bespectacled, 'nice-guy' millionaire with a yacht:

I want mine to wear glasses...Men who wear glasses are so much more gentle, and sweet, and helpless. Haven't you ever noticed it?..They get those weak eyes from reading - you know, those long tiny little columns in the Wall Street Journal.

Naturally, Joe is determined to become that kind of man for Sugar and provide her with "happy days" and "the sweet end of the lollipop." Back in the train berth, Daphne hears the rest of the dirty joke from Dolores:

So the one-legged jockey said, 'Don't worry about me, baby. I ride side-saddle.'

When the party gets too noisy and out of control, and Daphne is being tickled hysterically with cool blocks of ice by his party-mates, he pulls the emergency brake, abruptly ending the party and braking the train - the females spill out of his upper berth.

The band arrives, accompanied by the singing of "Down Among the Sheltering Palms," at the Seminole-Ritz Hotel in Florida.

[The Florida sequences in the film were shot at a resort at Coronado Beach, California (near San Diego) - the Victorian-style Hotel del Coronado, in late 1958.]

Doddering old millionaires (in identical poses - reading Wall Street Journal newspapers with sunglasses, canes, white panama hats, etc.) are lined up on the large veranda's porch in a row of rocking chairs, moving in unison, to greet the entrance of the girls. One of the goofy, oil-magnate millionaires - wolfish Osgood Fielding III (Joe E. Brown) with a curled-up brim on his hat, appreciates all the new arrivals who pass (with his trademark line): "Zow-ee." Josephine encourages Sugar's gold-digging quest for a rich man:

Josephine: Well, there they are. More millionaires than you can shake a stick at.
Sugar: I'll bet there isn't one under seventy-five.
Josephine: Seventy-five. That's three quarters of a century. Makes a girl think.
Sugar: Let's hope they brought their grand-sons along.

Osgood immediately is smitten in love with Daphne and introduces himself to the "new" girl in town with "young blood." Fielding admires her legs when she loses her shoe and he voluntarily assists in its replacement:

Osgood: I'm Osgood Fielding the Third.
Daphne (quips): I'm Cinderella the Second.
Osgood: If there's one thing I admire, it's a girl with a shapely ankle.
Daphne: Me too. Bye, bye.

He follows Daphne to the elevator on 'her' way upstairs, while carrying all her luggage and instrument cases. The imbecilic yet lusty, oft-married and divorced Osgood tells Daphne about his inept monetary fortunes with show-business ("showgirls") and his desire to please his Mama with a new 'catch':

Osgood: You know, I've always been fascinated by show-business.
Daphne: Is that so?
Osgood: Yes. As a matter of fact, it's cost my family quite a bit of money.
Daphne: Oh, you invest in shows.
Osgood: Showgirls. I've been married seven or eight times.
Daphne: You're not sure?
Osgood: Mama is keeping score. Frankly, she's getting rather annoyed with me.
Daphne: (I) wouldn't wonder.
Osgood: So this year...she packed me off to Florida. Right now, she thinks I'm out there on my yacht - ha, ha, deep sea fishing.
Daphne: Well, pull in your reel, Mr. Fielding, you're barking up the wrong fish.
Osgood: If I promise not to be a naughty boy, how about dinner tonight?
Daphne: I'm sorry, I'll be on the bandstand.
Osgood: Oh, of course. Which of these instruments do you play?
Daphne: Bow fiddle.
Osgood: Oh, fascinating! Do you use a bow or do you just pluck it?
Daphne: (slyly and lasciviously) Most of the time, I slap it!
Osgood: You must be quite a girl.
Daphne: Wanna bet?

During their elevator ride upstairs, yacht-owning millionaire Fielding makes a pass and is slapped by an indignant Daphne: "What kind of a girl do you think I am, Mr. Fielding?" On their way to hotel rooms after being given their room assignments, Sugar remembers her bad experience with another male saxophone player in Cincinnati: "What a heel he was...Was I ever crazy about him? At two in the morning, he sent me down for hot dogs and potato salad. They were out of potato salad so I brought cole slaw. So he threw it right in my face." With 'her' scheming, "feminine intuition," Josephine assures Sugar that she will "meet a millionaire - a young one." Josephine also experiences chauvinistic male harrassment from an obnoxious, adolescent bellboy who states his preferences for women: "That's the way I like 'em, big and sassy."

In the safety of their room, both 'women' are more sensitive to how women suffer indignities from men - and they also understand how females are brusquely treated by cavalier males [the way Joe routinely acts in relation to women]. They are disgruntled by their treatment by stereotypical men - learning what it means to be a woman in a man's world:

Jerry: Dirty old man...I just got pinched in the elevator.
Joe: Now you know how the other half lives.
Jerry: Look at that. I'm not even pretty.
Joe: They don't care. Just so long as you're wearing a skirt. It's like waving a red flag in front of a bull.
Jerry: Really. Well I'm sick of being the flag. I want to be a bull again.

Joe refuses to give up their masquerade in the female band now that they're in Florida - because they remain broke. He explains that if they join a male band, Spats Columbo would locate them and kill them:

So you got pinched in the elevator. So what! Would you rather be picking lead out of your navel?...What's the beef? We're sitting pretty. Look, we've got room and board, we're getting paid every week...

Jealous, Jerry surmises that Joe wants to remain with Sweet Sue's band because he is interested in Sugar:

Jerry: I know why you want to stay here. You're after Sugar.
Joe: Me after Sugar?
Jerry: I saw you, the both of you on that bus, all lovey-dovey and whispering and giggling and borrowing each other's lipstick. I saw ya.
Joe: (vigorously) What are you talking about?...We're just like sisters.
Jerry: Well I'm your fairy godmother. And I'm gonna keep an eye on you.