Content Warning: This section of the guide contains discussion of gender discrimination, including the exploitation of female sex workers.

Polly warns Macheath that her father, Peachum, has conspired with Sheriff Brown to have him arrested. Despite her fears and a list of charges against him, Macheath remains composed and insists there is no concrete evidence. Polly urges him to flee, but Macheath dismisses the urgency. Instead, he focuses on organizing his gang’s operations.

However, realizing the danger, Macheath decides to leave temporarily and instructs Polly to take charge of the business during his absence. He reviews the gang members’ performance, noting strengths and weaknesses. For example, Crook-fingered Jake is praised for his clean work, while Dreary Walter’s unreliability is noted. Macheath advises Polly on how to manage the gang, suggesting that she turn in uncooperative members to the police if necessary. Polly reluctantly agrees to take on the responsibility, determined to prove herself capable. She also worries about Macheath’s fidelity, though he reassures her that he loves her and that he will be faithful if Polly is so.

The gang arrives with plans for their next heist during the queen’s coronation. Macheath informs them of his departure and announces Polly as their interim leader.