As the two travelers make their way toward Dictionopolis, the watchdog apologizes for his gruff behavior and explains that people expect watchdogs to be ferocious. He introduces himself as Tock and launches into a speech about the value of time and the importance of the watchdog's role in preserving it as he and Milo approach the gates of Dictionopolis.
Once inside, Milo and Tock discover that it is market day in the city, and the square is filled with merchants selling all sorts of words and letters. They meet the five royal advisors, who have the curious habit of repeating each other in synonyms and randomly defining some of the words each other use. The advisors explain the function of the word market in a dizzyingly complicated fashion, leaving poor Milo as lost as when he first entered the city. "I never knew words could be so confusing," he tells Tock. "Only when you use a lot to say a little," the watchdog replies.
Milo and Tock explore the word market, looking over shelves full of everyday words and fancy-sounding words (which are so expensive Milo cannot afford even one) and jars filled only with letters. Milo samples an A and finds that it tastes "sweet and delicious—just the way you'd expect an A to taste."
As Milo and the shopkeeper talk about the construction of words, the buzzing of a giant bee surprises them. The Spelling Bee tells them not to be alarmed and then spells the word "alarmed" for them. The insect claims that he can spell almost any word and proves it by taking challenges. When Milo expresses his amazement at this skill, another insect, this one looking more like a beetle, trots over and pronounces it "BALDERDASH!"
Dodging swings of the grumpy beetle's cane, the Spelling Bee introduces him as the Humbug, "a very dislikeable fellow." The two giant insects begin an argument and things go from bad to worse when the Spelling Bee knocks the Humbug's hat off his head and the Humbug begins swinging wildly with his cane, knocking one stall into another and causing the whole marketplace to collapse like dominoes.
When the dust from the Humbug's disastrous clumsiness settles, the merchants begin hollering in mixed-up nonsense because all of their words have become jumbled. Eventually, they right the stalls and sweep up the spilled words, finishing up just as Officer Shrift arrives on the scene. Milo is surprised by how short the policeman is, noticing that he is twice as wide as he is tall.
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