Faye has moved out of the Bernardino Arms, but Tod spots her in costume at his studio. Convinced she is dressed for the "Waterloo" set, he sets off to track her down. He walks through a maze of new and ruined movie sets—an ocean liner, an Egyptian desert, a Western town, a jungle, a Paris street, a Roman courtyard, a pond of swans, and a Greek temple, among others. Tod sits down, looks around him, and thinks of Italian artists from the seventeenth and eighteenth centuries, painters of decay and mystery.
Tod climbs a hill and sees a dumping ground for old movie sets on the other side. He thinks of it as a "dream dump," a junkyard for imagination where all dreams eventually end up. Seeing and hearing cannon fire in the distance, he realizes he has finally found the set of "Waterloo." He follows some soldiers, who are wearing costumes he designed from a Victor Hugo novel, to the set. The cannon becomes louder and louder and Tod runs up to an overlook. On the plain below, Tod recognizes the battle of Mont St. Jean. A man rehearses his lines over and over again nearby. Tod watches the battle, which is being choreographed by directors. As the French army begins to charge Mont St. Jean, Tod watches as the directors effectively replay Napoleon's mistake: just as Napoleon failed to notice the fatal ditch in front of Mont St. Jean, the director of the French army cast fails to notice that the Mont St. Jean set is still being built by set designers as the cast charges towards it. The hill set collapses as the cast charges onto it, and the rest of the cast runs in a frenzy. Ambulances arrive to extract the cast from the scenery.
Tod hitches a ride with a studio worker and returns to his office. Several injured cast members ride with him, and they are happy about the possibility of injury compensation. When Tod gets back, Faye is waiting in his office and thanks him for his lecture on the dangers of prostitution he gave during Harry's funeral. She explains that she has moved into Homer's house on the arrangement that Homer will support her and invest in her until she becomes a star. Faye invites Tod to dinner at Homer's.
At dinner, Homer happily watches Faye while she talks about shopping. While Homer cleans up in the kitchen, Faye explains to Tod that Homer does all of the housework, brings her breakfast in bed, takes her shopping downtown, and buys her dinner and a movie. Homer and Tod sit out in the backyard while Faye changes her clothes for the movies. Tod bitterly thinks to himself that Faye has only chosen Homer because of his income and his house. Then, more charitably, he concedes that Homer is a man who would never laugh at Faye, and thus let her take herself seriously. Tod meanly asks Homer when he and Faye will be married. Homer looks pained, and then eagerly explains the business relationship he and Faye have agreed upon.
A "very American" woman appears in the yard and asks Homer and Tod if they ahve seen her son, Adore. She introduces herself as Maybelle Loomis, a neighbor and an "old settler," as she has lived in California for a full six years. She explains that her son is an attraction in Hollywood and would be a big star if it were not for "favoritism." Mrs. Loomis continues calling for her son, then asks Homer and Tod whom they follow "in the Search for Health, along the Road of Life." Mrs. Loomis herself follows a man named Dr. Pierce, who advises eating only raw foods. Eight-year-old Adore suddenly appears, dressed like a grown man. He bows to the men, then stands making grotesque faces at Homer. Mrs. Loomis catches her son and yanks his arm, apologizing for his behavior. Tod asks for Adore to sing for them, so the boy sings and moves his body seductively to "Mama Doan Wan' No Peas," a blues song with an undertone of sexual desire.
Mrs. Loomis and her son leave and Faye comes outside with a new dress on. Tod tries to excuse himself from the trip to the movies, but goes anyhow. Sitting next to Faye in the theater, he feels tortured by his continual desire to do violence to her. Tod wonders if he shares the "morbid apathy" he perceives in those people he likes to paint. He leaves quickly after the movie is over, vowing to stop chasing Faye. He puts away his drawings of her.