Later that night after the cafe has closed and the streets are deserted, Rick despairs in his darkened establishment about Ilsa, chain-smoking cigarettes and drinking bourbon heavily. Sam senses trouble and suggests that his emotionally-numb "Boss" go home to bed. Rick obstinately tells Sam that he's "waiting for a lady" - expecting Ilsa to return to him. He agonizes over her appearance: "She's coming back, I know she's coming back." [With a curfew, the airport beacon light combing the exterior, and the threats to Victor Laszlo's life, it is unlikely that she would risk a late-night visit.] Sam senses trouble and suggests that they "take the car and drive all night" to avoid her in Casablanca, "get drunk," or "go fishing and stay away until she's gone." Sam refuses to leave, knowing Rick's deep depression as his employer associates Ilsa's appearance after their affair to his own isolationism and to uncaring, neutral, non-interventionist Americans who are "asleep" and unaware of the rise of Fascism elsewhere - with its accompanying pain and lonely agony:

They grab Ugarte. Then she walks in. Well, (that's) the way it goes. One in, one out...(To Sam) It's December 1941 in Casablanca. [This is a retrospective warning about Pearl Harbor] What time is it in New York?...I bet they're asleep in New York. I bet they're asleep all over America.

Distraught over past painful memories being re-activated, he pounds his fist down on the table:

Of all the gin joints in all the towns in all the world, she walks into mine.

Rick angrily orders a repeat performance from Sam at the piano of As Time Goes By:

Rick: What's that you're playin?
Sam: Oh, just a little somethin' on my own.
Rick: Well, stop it! You know what I want to hear.
Sam: No, I don't.
Rick: You played it for her, you can play it for me.
Sam: Well, I don't think I can remember...
Rick: If she can stand it, I can. Play it!

As variations of As Time Goes By play, the camera blurs into a dissolve from his face into a flashback - it takes him back to memories of happier times in a whirlwind romance with Ilsa in pre-Occupation Paris where they were in love before the German invasion. It is a bittersweet account of their ill-fated time together. He revisits the past to resist the explanation that he knows she will bring for her betrayal of him in Paris. He is still in love with her and feeling rejection after she abandoned him, her beloved, in Paris without explanation.

In an open car, the in-love couple motor through the city by the Arche de Triomphe and down the Champs Elysee, and then into the French countryside. They also take a boat down the Seine River with the Eiffel Tower in the distance. In Ilsa's Parisian hotel, Rick pops a champagne cork and they sip champagne while vowing never to ask about their pasts:

Rick: Who are you really and what were you before? What did you do and what did you think, huh?
Ilsa: We said no questions.

When they toast each other and clink their glasses, Rick utters his classic line for the first time:

Here's looking at you, kid.

Under a glittering, rotating mirrored ball, they dance in a Paris nightclub. [The tune Perfidia plays in the background - a Mexican song about love and betrayal, with music and lyrics by Milton Leeds and Alberto Domínguez.] Afterwards, an unattached Ilsa tosses a coin in the air and admits that her former lover [Victor Laszlo] is thought to be dead:

Ilsa: A franc for your thoughts.
Rick: In America, they bring only a penny. I guess that's about all they're worth.
Ilsa: But, I'm willing to be overcharged. Tell me.
Rick: And I was wondering...
Ilsa: Yes.
Rick: Why I'm so lucky, why I should find you waiting for me to come along?
Ilsa: Why there is no other man in my life?
Rick: Uh, huh.
Ilsa: That's easy. There was. And he's dead.
Rick: I'm sorry for asking. I forgot we said no questions.
Ilsa: Well, only one answer can take care of all our questions. (She approaches his lips for a kiss.)

But the Germans begin their devastating advance on Paris and intrude upon their love affair. Quick cuts show documentary newsfilm of the Nazi encroachment/Anschluss with troops, tanks and planes during their love affair. On June 11, 1940, in an outdoor, street-side cafe, the Cafe Pierre in the Montmartre district of Paris, Rick purchases a newspaper, the Paris-soir and the lovers read of the news of the Nazis' approach:

[Paris is an Open City: The Population is Advised to Evacuate. The Cowardly Aggression (German advance) - Italy Declares War on Us.]

They hear a report from a truck with mounted loudspeakers of the fast-breaking news and Rick knows it is time for him to get out of town. They discuss the jeopardy he is in - as an anti-Fascist - that has already earned him the wrath of the Gestapo for his "record":

Rick: Nothing can stop them now. Wednesday [June 12, 1940], Thursday [June 13, 1940], at the latest, they'll be in Paris. [The Germans actually entered Paris on Friday, June 14, 1940.]
Ilsa (frightened): Richard, they'll find out your record. It won't be safe for you here.
Rick (smiles): I'm on their blacklist already, their roll of honor.

At La Belle Aurore in Paris, Sam plays As Time Goes By as Rick pours a glass of champagne for Ilsa: "Henri [the proprietor] wants us to finish this bottle, and then three more. He says he'll water his garden with champagne before he'll let the Germans drink it." The drinks "take the sting out of being occupied" for a short moment. Rick then offers his familiar toast: "Here's looking at you, kid." Gestapo loudspeakers in the street interrupt them, announcing the German's arrival the next day. At the window, Ilsa suffers in despair at the news:

Ilsa: They're telling us how to act when they come marching in. With the whole world crumbling we pick this time to fall in love.
Rick: Yeah, it's pretty bad timing. Where were you, say, ten years ago?
Ilsa: Ten years ago? Let's see, yes, I was having a brace put on my teeth. Where were you?
Rick: Looking for a job.

As they embrace and kiss at the open window, artillery fire is heard off in the distance. Ilsa is startled:

Was that cannon fire or is it my heart pounding?

Based upon his past familiarity with gun-running and arms-dealing, Rick knows exactly what caliber of artillery and the distance away it is being fired: "Ah, that's the new German 77, and judging by the sound, only about thirty-five miles away - and getting closer every minute." Because there is a "price" on Rick's head and his life is in danger, Ilsa pleads with him to leave Paris. Rick suggests that they flee together on the 5 o'clock train from Paris to Marseilles ahead of the German invaders. She promises to meet him at the station - and then Rick nonchalantly proposes getting married in Marseilles, but Ilsa thinks that's rushing it: "That's too far ahead to plan." Rick jokes that the engineer could marry them on the train. She is emotionally overwhelmed by his request and expresses her love for him in the midst of the "crazy world":

I love you so much. And I hate this war so much. Oh, it's a crazy world. Anything can happen. If you shouldn't get away, I mean, if something should keep us apart, wherever they put you and wherever I'll be, I want you to know that...

They express their passionate feelings in the flashback scene's climax. An emotionally-intoxicated Ilsa initiates the kiss, moving up to meet Rick's lips as they sit together, abandoning herself to him in a kiss - specially requested:

Kiss me. Kiss me as if it were the last time.

The camera moves to reveal that Ilsa's fist has dropped and tipped over her champagne glass - symbolizing the strength of her anger at fate - and the end of her happy times with Rick. The onset of World War II is brilliantly juxtaposed with the split in their personal relationship.

The flashback dissolves to the crowded Paris train station before their planned flight to Marseilles, where Rick waits for Ilsa at four minutes to five. Sam delivers a cryptic note of farewell that Ilsa left for him after she checked out of her hotel. Raindrops, like tears, spatter and smear Ilsa's parting words in the rain-drenched, blurry farewell note to him:

Richard,

I cannot

go with you or ever

see you again. You 

must not ask why. 

Just believe that I 

love you. Go, my darling, 

and God bless you.

Ilsa

Sam forcibly pushes a devastated Rick onto the departing train, propelling him away from danger and from his aborted love affair with the woman he idolized. Rick crumples the fateful letter and tosses it down as the train pulls away. [From there, Rick went on to Casablanca, with Sam, where he established an American-style nightclub and became its saloonkeeper in 18 month's time.]

At the end of his reminiscing, the camera pans from left to right, locating a drunken, dozing Rick sitting at a cafe table in the right foreground and knocking over his glass of bourbon. The camera repositions him on the left when suddenly, the door to the closed cafe opens, seen in the far distance in the middle of the screen. The lighting in the next black-and-white image is stunningly effective. There, spotlighted in a shaft of light (almost as if in Rick's dream or memory), Ilsa appears wearing a white coat and scarf. As he expected, she has come to him, but she heightens his resentful feelings by telling him that she wouldn't have come if she had known he was in Casablanca. She approaches and attempts to speak to him, but he is sarcastic and refuses to listen to her explanations or her sympathy. His morbid self-pitying and bitterness is too great to allow him to listen. Rick wallows unresponsively:

Rick: Why did you have to come to Casablanca? There are other places.
Ilsa: I wouldn't have come if I'd known that you were here. Believe me, Rick. It's true. I didn't know.
Rick: It's funny about your voice how it hasn't changed. I can still hear it: 'Richard dear. I'll go with you anyplace. We'll get on a train together and never stop.'
Ilsa: Please don't. Don't Rick! I can understand how you feel.
Rick: Huh! You understand how I feel. How long was it we had, honey?
Ilsa: I didn't count the days.
Rick: Well I did. Every one of them. Mostly, I remember the last one. The wow finish. A guy standing on a station platform in the rain with a comical look on his face, because his insides had been kicked out.
Ilsa: Can I tell you a story, Rick?
Rick: Does it got a wow finish?
Ilsa: I don't know the finish yet.
Rick: Go on and tell it. Maybe one will come to you as you go along.

With tears in her eyes, Ilsa attempts to explain her past history - something she had kept from him earlier. She was just a young girl new to Paris from her Norwegian home in Oslo when at the house of some friends, she met a "very great and courageous man. He opened up for her a whole beautiful world full of knowledge and thoughts and ideals." He was an idealistic man whom she worshipped as an heroic father figure - with infatuation that she interpreted as love ("...she looked up to him, worshipped him, with a feeling she supposed was love"). But Rick's anger and rude sarcasm halts her, and blocks her from continuing. He denigrates his once, dearly-beloved girlfriend to the level of a promiscuous and loose slut:

Yes, it's very pretty. I heard a story once. As a matter of fact, I've heard a lot of stories in my time. They went along with the sound of a tinny piano, playing in the parlor downstairs. 'Mister, I met a man once when I was a kid,' they'd always begin. Well, I guess neither one of our stories is very funny. Tell me, who was it you left me for? Was it Laszlo or were there others in between? Or aren't you the kind that tells?

Ilsa, with a tear running down her cheek and without a further word, leaves Rick slumped down and collapsed on the table with his head in his hands.

The next morning at the Prefet's de Police's office [Wednesday, Dec. 3, 1940], the suspicious Strasser and fence-straddling Capitaine Renault discuss Rick's connection to Ugarte:

Strasser: I strongly suspect that Ugarte left the letters of transit with Mr. Blaine. I would suggest you search the cafe immediately and thoroughly.
Renault: If Rick has the letters, he's much too smart to let you find them there.
Strasser: You give him credit for too much cleverness. My impression was that he's just another blundering American.
Renault: But we mustn't underestimate American blundering. (Innocently) I was with them when they 'blundered' into Berlin in 1918. [The date should more accurately be 1919.] (Strasser nonchalantly coughs at the thought.)

When Victor and Ilsa arrive, Strasser tells Victor, "an escaped prisoner of the Reich," that he will definitely not receive an exit visa out of Casablanca. Strasser attempts to intimidate the defiant, elusive resistance leader: "So far, you have been fortunate enough in eluding us. You have reached Casablanca - it is my duty to see that you stay in Casablanca." Laszlo doesn't intimidate easily: "Whether or not you will succeed is, of course, problematical."

Strasser offers them another option that would allow the two of them to leave for Lisbon the next day - all Victor has to do is to betray the names of his fellow Underground Resistance leaders throughout Europe and "you will have your visa in the morning." Amused, Renault contemptuously utters the next line: "And the honor of having served the Third Reich!" Laszlo eloquently denounces the Major and refuses to be bribed by the preposterous offer. He is arrogantly unafraid of Nazi threats:

If I didn't give them to you in a concentration camp, where you had more persuasive methods at your disposal, I certainly won't give them to you now. And what if you track down these men and kill them? What if you murdered all of us? From every corner of your Republic, thousands would rise to take our places. Even Nazis can't kill that fast.

Threateningly, Strasser informs Laszlo that no one could take his place "in the event anything unfortunate should occur to you." Strasser adds that Ugarte is dead - and Renault admits that there was foul play involved: "I'm making out the report now. We haven't quite decided whether he committed suicide or died trying to escape." After the two have left ("undoubtedly...to the black market" to obtain a visa), another "visa problem" is presented to Renault - the police chief straightens his tie and responds: "Show her in."

Rick visits the Blue Parrot Cafe, so that Major Strasser has a "chance to ransack my place." There, he meets with Senor Ferrari, a dealer in black market items ("He pretty near has a monopoly on the Black Market"). Ferrari is seen escorting a couple out of his office [in a subplot involving an attractive Bulgarian refugee named Annina and her husband], suggesting to them that they see Capitaine Renault. With small beady eyes emphasizing his cynical craftiness, Ferrari suspects that the late Ugarte left the valuable exit visas with Rick and offers to help Rick unload them at a profit:

Ferrari: There's something I want to talk over with you, anyhow. (He hails a waiter) The bourbon. Ah. The news about Ugarte upsets me very much.
Rick: You're a fat hypocrite. You don't feel any sorrier for Ugarte than I do.
Ferrari: Of course not. What upsets me is the fact that Ugarte is dead and no one knows where those letters of transit are.
Rick: Practically no one.

Rick learns the real value of the letters of transit from their conversation - he claims that he's a "poor businessman" who needs them more than Ferrari, plays ignorant about their whereabouts, and refuses to deal (and be a "partner"). As Rick leaves, he passes Victor who is on his way in to meet with the corrupt marketeer, pointing out: "Senor Ferrari's the fat gent at the table." In the market bazaar outside the cafe, Rick encounters Ilsa who is shopping-bargaining for fabric while Victor is in the Blue Parrot. He apologizes for his drunken denunciation of her unfaithfulness the previous night, but she coldly rejects his explanation this time (Her statement toward the bazaar keeper "I'm not interested" could easily have been directed toward Rick). He blames his confusion on the 'bore-bun' he was drinking: "Your story had me a little confused...Why did you come back? To tell me why you ran out on me at the railway station?" Although he is sober, Ilsa doesn't wish to explain her behavior, because she sees how he has changed. It will be better for her to leave Casablanca and never see him again:

Last night, I saw what has happened to you. The Rick I knew in Paris I could tell him, he'd understand. But the one who looked at me with such hatred - I'll be leaving Casablanca soon and we'll never see each other again. We knew very little about each other when we were in love in Paris. If we leave it that way, maybe we'll remember those days and not Casablanca. Not last night.

Although she adamantly wants to put their entire relationship behind her, he tells her to visit him again at his apartment above the saloon, now that he's "not running away," "settled," and awaiting her return. He expects her to lie to Laszlo as she lied to him:

Walk up a flight. I'll be expecting you. All the same, someday you'll lie to Laszlo - you'll be there.

But then she reveals the well-kept secret that Victor was her husband all along, even in Paris: "No, Rick. No, you see, Victor Laszlo's my husband and was, even when I knew you in Paris." Abruptly, Ilsa walks away from a subdued, speechless and stunned Rick. It is his first knowledge that she was married during their aborted affair in Paris [She was apparently unfaithful, although she sincerely believed that her 'husband' was dead].

Victor and Ilsa helplessly ask for assistance from Senor Ferrari in leaving Casablanca. With wide and innocent eyes this time, he tells them that Ilsa will be the only one able to leave and he may be able to help smuggle her out.

As leader of all the illegal activities in Casablanca, I'm an influential and respected man, but it would not be worth my life to do anything for Monsieur Laszlo. You, however, are a different matter.

During their conversation, Victor's goal changes to one of acquiring an exit visa for Ilsa, not for himself, and Ilsa responds that she is uncertain about abandoning him: "You mean for me to go on alone?" Word has gotten around that it is too risky to find an exit visa for Victor, because frankly, "it would take a miracle to get you out of Casablanca, and the Germans have outlawed miracles." They decide that Ilsa will not go alone ahead of Victor to America (because he never abandoned her in the past), and that they will continue searching for two exit visas.

As they part and thank Ferrari for his time, Ferrari is "moved" (altruistically) to shrewdly suggest that Ugarte left the stolen letters of transit with Rick:

I observe that you are in one respect a very fortunate man, Monsieur. I am moved to make one more suggestion, why, I do not know, because it cannot possibly profit me. Have you heard about Senor Ugarte and the letters of transit?...Those letters were not found on Ugarte when they arrested him...I'd venture to guess that Ugarte left those letters with Monsieur Rick...He's a difficult customer, that Rick. One never knows what he'll do or why, but it is worth a chance.