As Babbitt prepares to meet Riesling for lunch at the Athletic Club, he admonishes himself for smoking and resolves to get more exercise. Nevertheless, he drives the three blocks to meet Riesling instead of walking. Although Zenith is undistinguishable from other Midwestern cities, Babbitt believes it is "individual and stirring." Meanwhile, he yearns for a Dictaphone and a typewriter with addition and subtraction capabilities. He praises himself for his expensive tie, scarf, and well-maintained car. He mentally calculates his expected income for the year and the new garage he wishes to build. Before meeting Riesling, he purchases an expensive electric cigar lighter.
The Athletic Club is actually used most often as a place to eat lunch, play cards, and socialize. Its members hate the Union Club, which they regard as "snobbish" and "expensive." Nevertheless, no member of the Athletic Club has rejected an offer of membership in the Union Club, and, once Union Club members, most of them cease their memberships in the Athletic Club. Babbitt pauses for a few moments of meaningless chatter with Gunch, Sidney Finkelstein, and Professor Joseph K. Pumphrey. He shows off his new lighter, and they praise the wisdom of buying the best of everything.
Riesling and Babbitt decline an invitation to sit with Babbitt's other friends, collectively known as the "Roughnecks," of which Babbitt is a member. They choose a more secluded table, a breach of the Club's standard protocol. Babbitt confesses to Riesling that he is discontent although he has done everything he should. He has a family and a profitable business to support it. Riesling unburdens his unhappiness at being mired in the roofing business because he always wanted to be a professional violinist. He complains that his wife Zilla, whom he wishes he could divorce, embarrasses him with her pushy self-serving attitude and constant nagging.
Riesling criticizes Babbit's tendency to preach morality when the business world of Zenith is rife with unethical practices, and Babbitt becomes defensive. Riesling predicts that at least two-thirds of the businessmen at the Athletic Club find their lives boring and unfulfilling, but few of them would admit it. Despite his defensive posture, Babbitt feels freer when he agrees with some of Riesling's statements. They agree to break with convention and travel ahead of their families to Maine when they take their annual vacation.
The landscape of Zenith is designed to impress the viewer with its size and wealth. Its aura of "modernity" has everything to do with economic power, rather than history or art. Babbitt, as a representative of Zenith's middle class, is equally materialistic. He takes pleasure in his clothing because it signifies his wealth. Again, Lewis shows the reader how the American middle class, mired in rampant materialism, values appearance over substance.
The Athletic Club has very little to do with exercise, or anything athletic, for that matter. Zenith's middle-class businessmen gather there to eat, chat, and make connections. Here, Lewis reveals the rigid American class system. There is very little socializing across class boundaries in Zenith. Zenith's wealthier elite has its own club, the Union Club. Everyone is keenly aware of his or her class status, and everyone is obsessed with climbing the social ladder. Nevertheless, to protect the value of one's own social status, it is necessary to prevent those less fortunate from climbing the ladder. Zenith's middle class tries to deny its resentment and disappointment at the difficulty of moving into Zenith's elite, but once offered a membership in the Union Club, most of them would jump at the chance to join. Most of those who are able to climb the ladder eschew their former friends and associates, indicating that middle-class American values do little to foster real human relationships.
Babbitt's relationship with Riesling forms a sharp contrast with his relationship with Gunch, Pumphrey, and Finkelstein. His conversation with the other men is shallow, pointless, and impersonal. However, when Babbitt and Riesling come together, they set themselves apart from the crowd and discuss how they actually feel. The American Dream of material success has begun to seem like an egregious example of false advertising, and Riesling is one of the few people who will admit to being disappointed after buying into it. He wishes he had pursued a career as a violinist, a dangerous rebellion against middle class anti-intellectualism.
Babbitt is comfortable enough with Riesling to admit his own discontent with the boring routine of middle-class living, but he is not as vocal in criticizing the values of his class. Riesling does not hesitate to point out Babbitt's hypocritical moral value system, an extension of the rampant hypocrisy that characterizes the American middle class. Zenith only appears to be a paradise of middle-class comfort. Underneath surface appearances, it is characterized by vicious competition for status and wealth. Nevertheless, Riesling and Babbitt, despite their unhappiness, really haven't done anything to change their lives. Like Babbitt and his smoking, Riesling has spoken often of divorcing his wife but has never actually followed through.