Rotti cuts the cords suspending Mag, impaling her on a fence, but assures the panicking audience that Mag's death was staged as part of the show. Mag completes her final performance, but deviates from the song's grand finale, denouncing the Largo family and gouging out her eyes in an act of defiance ('Chromaggia'). Amber makes her stage debut but her performance is ruined when her transplanted face falls off. Nathan heads to the opera to find her, pursued by GeneCops who he quickly dispatches. Rotti invites Shilo to the Opera ('At the Opera Tonight'). Meanwhile, Rotti writes his will, ready to make Shilo his sole beneficiary ('Gold'). Nathan arrives and forces Mag out after she scolds him for lying and incarcerating Shilo ('Everyone’s a Composer'). She cautions Shilo to not make the same mistakes she did ('Chase the Morning'). Mag visits Shilo and reveals she is her godmother, and that Nathan had told her Shilo died with Marni. An infuriated Rotti vows to have Nathan taken out. Rotti hires Nathan to repossess Mag's eyes, but Nathan refuses, citing that Mag was Marni’s best friend ('Night Surgeon'). After GeneCops arrive, Shilo quickly returns to her room before Nathan notices her missing. Amber explains that Mag's eyes are set for repossession and that she will replace her as GeneCo’s spokeswoman. GraveRobber helps Shilo escape the fairgrounds, encountering several of his customers including the surgery-addicted Amber ('Zydrate Anatomy').

Born blind, Mag has been given surgically enhanced eyes by GeneCo at the cost of indefinite employment, though she is soon resigning. There, the Largo brothers argue about their father's will while Amber harasses Blind Mag, an opera singer and GeneCo's celebrity spokesperson. Rotti lures Shilo to GeneCo's fair with the promise of a cure for her disease. One night, Shilo secretly visits Marni's tomb and runs into the omniscient GraveRobber, who is digging up bodies to secrete Zydrate, a euphoric and addictive pain-killer that he sells on the street to keep up with his GeneCo payments ('21st Century Cure'). Shilo's overprotective father Nathan believes he killed Marni with a treatment he created for her illness – in truth, a jealous Rotti secretly poisoned Marni's medicine and blackmailed Nathan, promising not to arrest him if he agreed to become GeneCo's head Repo Man, though he has led Shilo to believe he is a doctor ('Legal Assassin'). Shilo has inherited a rare blood disease from Marni, which requires her to stay indoors, though she longs to see the outside world ('Infected').

Rotti's children Luigi, Pavi and Amber bicker over who will inherit GeneCo ('Mark It Up'), but Rotti believes none of them are worthy heirs and instead plans to give his fortune to 17-year-old Shilo Wallace, the daughter of his ex-fiancée Marni ('Things You See In A Graveyard'). The CEO of GeneCo, Rotti Largo, discovers he is terminally ill. Clients who miss payments are hunted down by Repo Men, skilled assassins who 'repossess' the organs ('Genetic Repo Man'). The megacorporation GeneCo provides organ transplants on a payment plan. By the year 2056, an epidemic of organ failures has devastated the planet.

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