After running away from George, Happyman begins to think about the situation and has a change of heart. Perhaps Fred was lying to them and George is really not so bad. After all, George said he just wanted to be their friend.
So Happyman leads his friends to go find George and apologize for running away from him.
Meanwhile, Fred somehow finds out what Happyman is planning and is completely outraged.
All five characters sing a huge chorus about the current situation.