Willy remembers a conversation with Linda in which he inflates his earnings but is then forced to admit he exaggerated when Linda calculates his commission. Willy recalls complaining about his appearance and remembers Linda assuring him that he is attractive. At this point, Willy's memories begin to blend together. While he is reliving his conversation with Linda, he begins to remember his conversation with the Woman (a woman with whom he had an affair). He is unable to separate memories of Linda from the Woman.
The play continues in the present with his neighbor Charley coming over to play cards. However, Uncle Ben appears to Willy while he is playing cards with Charley, and Willy relives an old conversation with Ben while simultaneously talking with Charley. As a result, Willy becomes confused by the two different "discussions" he is having — one in the present, one in the past — and he accuses Charley of cheating. After Charley leaves, Willy relives Ben's visit and asks Ben for advice because he feels insecure since he did not really know his own father. Willy also remembers instructing Biff and Happy to steal some supplies from the construction site in order to remodel the porch so that he can impress Ben.
The play once again returns to the present, in which Biff and Happy talk with Linda about Willy. Biff and Happy learn that Willy is on straight commission and has been borrowing money from Charley in order to pay bills. Linda criticizes her sons for abandoning their father in order to pursue their own selfish desires, and she gives Biff a choice: Respect your father or do not come home. Biff decides to stay in New York, but he reminds Linda that Willy threw him out of the house. He also tells Linda that Willy is a "fake." It is at this point that Linda informs her sons that Willy is suicidal.
