Winnie is covered up to her neck in the mound and cannot move her head. A bell rings and she opens her eyes. She recites a line about the light (from John Milton's Paradise Lost 3.1) and says she feels someone is looking at her still, caring for her. Pausing continuously, she tries to talk to Willie, who does not respond, and says there is so little to speak of, and that she once thought she could learn to talk to herself. She surmises that Willie has died, or left her "like the others." She says that the bag he gave her to take to market is still there. She saddens over her current condition, which is both the same and different from what it once was, and grows anxious over the absence of her arms, breasts, and Willie.
The bell rings, and Winnie asks Willie questions and, getting no response, says it's like him to not have an opinion. She thinks her mind will never go, and is grateful that it is not cold. She tries to look at the features on her face. She remembers "Brownie," and asks Willie what she would do without "them," when words fail. She says she hears sounds sometimes, which help her through the day, and used to think they were in her mind, though they are not in her mind. She says that "things have a life," such as her looking glass, which does not "need" her. She remarks that she cannot ignore the bell despite many attempts to sleep at her own rhythms.
Winnie says that when all else fails, there is always her story, one of a long life. She recounts the story of a young girl, Mildred, who was undressing her doll in the middle of the night. Winnie reprimands Willie for not paying attention, then fearfully questions if he may be stuck in the hole. She reflects on the difficult timing of singing, which must occur just before the bell, and how it must be an involuntary, heartfelt act. She remarks on the brief sadness she experiences after the song. She recites some lines from a poem (Charles Wolfe's "Song," lines 1–8), and is grateful for her memories of the "classics," which help her through the day. She imagines Shower/Cooker with his woman, both older, as they discuss Winnie's buried body. Then they fight and leave, still hand in hand and with their bags. Winnie resumes her story about Mildred, who dropped her doll when a mouse ran up her leg, and Winnie acts out Mildred's screams. Mildred's whole family came running, but Winnie says it was too late.
Winnie calms herself with the thought that the bell will ring soon for sleep. She remembers how she used to think time was changeless. She complains her neck hurts. Since she cannot move, she hopes for something else to change in the world, such as wind. She is grateful it is not dark, and remembers a champagne party when the last guest left, but soon forgets the details.
Winnie shifts her eyes and sees Willie crawling toward her in a fashionable outfit. Winnie greets him in a sophisticated manner and says it reminds her of the day he proposed to her. She barrages him with questions about his appearance and where he was. He does not respond, and she laments that after he proposed his only conversation with her was reading bits from the newspaper. He drops his hat and gloves and crawls toward her at Winnie's delighted urgings. She asks if he wants to kiss her or touch her, or "something else," and laments that she can no longer "give him a hand" as she once did. He whispers "Win." She grows happy and sings the waltz duet "I Love You So" that the music box played before. She closes her eyes, the bell rings, and she reopens them. She smiles at Willie, who looks at her, and she stops smiling. They continue looking at each other through a long pause.
Time drags in the second and final act, which is shorter in pages, but depending on the production, just as long in the theater. Pauses break up nearly every line of Winnie's, and increase as the act wears on. Some critics read these delays as Beckett's appropriation of a famous paradox of the Greek philosopher Zeno. Zeno stated that if an arrow in flight kept making up half the distance to its destination, it would never reach its endpoint; thus it paradoxically is seemingly not moving while in motion. If we view Happy Days through this lens, then Winnie and Willie are creeping toward death ever more slowly, and the increasing pauses reflect this asymptotic approach. Willie's is "dressed to kill" at the end, according to Beckett's stage direction. While this is simply an expression, and one an audience would never see (though they would see his formal attire), Beckett may be suggesting this is Willie's outfit for a funeral or death.