Audrey watches his labored breathing, his chest struggling to rise and fall. She leans over him, stroking his face, trying to rouse a response. "What happened to you? What are you doing here Orin...?" When he doesn't respond, she looks around her for any clues as to what might have caused his deteriorating condition. The alley just behind Mushnik's flower shop is dank and dark, with no sign of life other than the rumble of distant traffic and a drunken hobo wailing into the night. She doesn't spot the pile of newspapers and the axe propped up against the wall.
Sensing that her tyrannical boyfriend is fading fast, she is torn between running to fetch help and standing by him in his last moments on earth. She wonders what he would do for her if the roles were reversed. Swallowing her emotions she takes this rare opportunity to speak her mind.
"I love you. I always did. I would have done anything for you... But enough is enough. It's time I took control of my own life... I'm leaving you, Orin."
The last thing Orin hears before life escapes him, is the sound of Audrey's heels disappearing down the alley.