May returns with a change of clothing. She changes clothes in front of Eddie as she tells Eddie that she hates him and that her feelings for him are like a sickness. Eddie offers to leave again and this time May who has transformed from her dowdy clothes into a sexy red dress and black heels tells Eddie that he better leave because she has a date. This begins another power struggle. Eddie gets angry at May and goes outside. While Eddie is gone, May runs and grabs her suitcase from under the bed. She runs to the bathroom and comes back to the suitcase with her hands full of her things. She hears Eddie coming back inside so she throws the suitcase back under the bed and sits on the bed brushing her hair as if that is what she's been doing the whole time. Eddie reenters with a bottle of tequila and a shotgun in his hands. He offers May some tequila but she declines saying she's "on the wagon." Eddie laughs as if he's heard that one before. May senses Eddie's increasing antagonism. She warns him not to be mean to her date, whom she describes as a "gentle person." Eddie's feathers get ruffled when May calls her date a "man." He plays a power game with her saying that if the date were important, May would have called him "a guy or something." Eddie boasts that this man will never mean as much to May as Eddie does to her. May asks Eddie to get out of her life. Eddie makes a toast and leaves. May cries.
The Old Man speaks to May as she clings to the walls of the motel room and weeps. He tells her a story about a time when he, May's mother, and baby May were driving in southern Utah and May would not stop crying. The Old Man took her outside into a dark field to stop her from crying but he became frightened at the sight of a heard of cattle that he could not see in the dark. The cows' mooing shut up baby May for the rest of the trip. May does not acknowledge the Old Man through her weeping.
May hears Eddie coming back, leaps up, dropping her grief and takes a drink. Eddie comes back in and starts throwing his lasso around the bedposts. Eddie tells May he's decided that May made up the date. May tries to leave but Eddie runs after her and carries her back onstage kicking and screaming. Eddie proposes that May introduce Eddie to her date as her cousin. As they fight, a car's headlights sweep through the window. May goes to the door to see if her date has arrived but she reports to Eddie that she sees a "big, huge, extra- long, black Mercedes Benz" with a woman behind the wheel. Eddie drops down to the floor and tells May to do the same thing. Eddie pushes May away from the door and slams the door shut. A loud gunshot goes off and we hear the shattering of glass and a car horn honking one long note. May accuses Eddie of telling the Countess where he was going and of her following him to her motel. Eddie does not admit that he knows the woman in the Mercedes Benz but later seems to know that it is the Countess.
May transforms from a dowdy woman in a blue jean skirt to a sensual, appealing figure in a tight red dress and heels. She changes her clothes in front of Eddie, showing how familiar, domestic and comfortable they are with each other from years of on and off-again relations. May's preparation for her date seems genuine—contrary to Eddie's accusations that her date does not exist. May's change of clothes also heightens her sexual appeal and must heighten Eddie's interest in having her for himself and not sharing her with her date. May's transformation also alludes to the Old Man's description of realism. Perhaps dream-like, May dressed in red appears the way Eddie pictures May in his memories, at her best. Her exhibited sexual appeal is now more potent and expressive. Perhaps May wishes to test Eddie and see if he can resist her. Perhaps May's red dress is symbolic of both the danger and the pleasure she represents to Eddie or the pride she has in herself and her future without Eddie.
May and Eddie now struggle with the fact that she has a date tonight. Previously, in the play, May would not get any closer to Eddie or let him back into her emotional life because of her suspicion about his affair with the Countess. Now that Eddie knows about May's date, his own ego is bruised. He hypocritically punishes May verbally for her having a first date though he is conducting a full-blown affair on the side. With the knowledge of May's date, Eddie becomes more competitive and combative with May. He insults her taste by saying her date "must be a punk chump in a two dollar suit" and her looks, saying he thought she would be "all dried up by now." Eddie wants to meet the man who might replace him and intimidates May into thinking that he will stay around to ruin the date, perhaps by picking a fight with the man. Like a cowboy in an old western, Eddie prepares for a showdown with the mystery man, May's date, "Martin."
Eddie's need to prove his manhood is displayed with a bravado that frightens and upsets May. Eddie leaves again and May is so torn by the roller coaster of emotions linked to Eddie's cycle of abandonment that she cries to herself as the Old Man tells her a story about when she cried a lot during a trip when she was a baby. The Old Man's story takes the sound of her crying and associates that with the sound of her crying as a baby. The story reveals the Old Man's compassion and sense of humor. It might be the only story May has heard of her childhood from her father, the Old Man, and there is something loving and normal about it. The way he talks about his concern for the crying baby May and the impression he creates of her mother forms a bond between the Old Man and May of which we were previously unaware. The surprise ending of the Old Man's story when he reveals the fact that what got May to be quiet was cows might represent the unexpectedness in life for there to be surprise and humor in ordinary things amidst pain and suffering. Her reaction to Eddie's arrival, like her infant reaction to the cows, might change from crying to muted acceptance when she least expects it. The cow story also foreshadows May's turn from mourning her love for Eddie to defiantly shutting away the pain as she does when Eddie returns to the room.
Eddie and May wrestle to the ground after the Countess drives up in her Mercedes Benz. The car is described by May as a "big, huge, extra-long, black Mercedes Benz." May's exaggerated description creates the impression that the Countess and her car are larger than life. In fact, because we never see it on stage, everything outside the motel room becomes surreal, warped, mutated and accentuated. Outside the motel room, life is otherworldly, distant and mysterious—as if appearing from a void or midstream in one's consciousness as in a dream. The Countess appears more like a figure than a character. Her invisible presence reminds us of the divide between Eddie's new life with her and his older life with May. The Countess differs greatly in economic class, space, and time from May who appears bound to her lifeless room. May sees the Countess's car as large and ostentatious. May tells Eddie that the Countess is driving the car "I always pictured her in." The Countess's car represents May's jealousy and the world of Eddie's new secret life. In real life, the Countess also represented Shepard's betrayal of his wife, O-Lan, for the actress Jessica Lange. The Countess exemplifies Shepard's courage to write self-critical autobiographic material, revealing his very personal emotional struggle without the simplicity or ease of most confessional pieces. His play rises above the confessional because it grapples with universal human emotions. The grand scale of Shepard's characters and landscape befits the amorphous scale and landscape of the human consciousness that he explores.