Jim Nightshade lies in bed. His dark eyes, dark brown hair, and the dark veins in his face and neck make him "marbled with dark." Jim "talked less and smiled less as the years increased." He was fascinated by the world, and looked at it so much that he had seen twenty years in his 13. Will Halloway, on the other hand, looked away so often that he had seen only six years. Jim's mother comes into his room and they talk. He tells her he never plans on having children or anything that can hurt him. She tells him he looks like his father, a man who had hit her and left her, long ago. She wants him to say goodbye to her before he leaves her, which she knows he will do some day. She leaves and Jim decides to knock the lightning rod down just to see what happens.
The lightning-rod salesman, walking down the street, stops at the empty shop that Charles Halloway stopped at earlier. Moths bang on the window, and inside he sees the woman in the ice. She represents to him all of the beautiful women in his life. He wonders what would happen if the ice melted, and he touches the shop door, which swings open. He steps in and the door shuts.
At three in the morning, Will and Jim are awakened by the sound of a train. They hear a calliope. Both boys look out at the train with binoculars and realize it must be the carnival. Jim decides to go watch them set up, and Will follows after him.
As they run, Will thinks about the fact that Jim favors action while he favors talking things over. The train's engine whistle blows, and both Will and Jim are brought to tears by the agony of the whistle. They follow the train to the meadow it has stopped in and see a balloon with someone in its basket. A tall man in a dark suit gets off the train and signals. Immediately afterward, people begin setting up, but their silence troubles to Will. The moon is covered by clouds, and when the darkness lifts the tents are set up and the field is empty. The boys run home, scared.
Inside the library, Charles Halloway sees Jim and Will run by. He also sees, far away, glass glinting from the carnival. He is unsure whether or not he will go there. On the way home, he passes the empty store where the lady in the ice had been, but all that remains is a pool of water, a few shards of ice, and some hair in the ice. Charles Halloway sees these things but tries not to think about them.
Will hears his father talking to himself, muttering the word three, and he wonders if perhaps his father knows about the carnival as well. Charles Halloway thinks that three in the morning is a special time. Women and children sleep, but middle-aged men can only lie in bed and think of their lives. He thinks that women are Time, for they ensure their immortality through birth. But men can only despair at Time, and he reflects that three in the morning, when that despair is deepest, is when the train came.
This section explores a fundamental difference between Jim and Will: Jim cannot look away from the physical world, while Will often thinks beyond it. On one hand, this difference makes Jim more childlike than Will because Jim lives entirely in the moment, while Will thinks things through more rationally. However, this difference also means that Jim lives more passionately than Will and that he will always be the first to try something. Part of the reason that Jim lives this way comes through from his conversation with his mother. Jim's mother does not have anything besides her son, and she cares deeply about him, but Jim seems weighed down by her caring. He is aware that she was hurt by his father and his passion for the world may demonstrate his longing to break free from personal relationships. Jim immerses himself in the present so that he cannot be hurt. After his mother leaves, Jim knocks down the lightning rod. His immediate response to her show of caring is to attempt to precipitate another event, to throw himself back into action.
The moths banging on the windows outside the shop are similar to the lightning- rod salesman. Just as moths are relentlessly drawn to light, the man finds himself unable to escape the draw of the beautiful woman inside the ice. The door that shuts behind the salesman seems to suggest that something terrible is about to happen to him, and the final image of the moths at the window again suggests that his fate reflects that of moths who are burned by the fire that they seek.
When Jim decides to go look at the arrival of the carnival, Will does not really want to go. But he cannot let his friend go out at 3 A.M. on his own. Will would rather be with his friend, even if it means doing something that he does not want to do. The reasons they seek adventure differ. Jim is going to seek adventure, whether Will follows him or not. For Will, a large part of the fun is the fact that whatever he does, he does it with his best friend. Will thinks about these facts while they run, and it is hard to imagine that Jim thinks about anything similar. The friendship is important to both boys, but Jim simply spends more time acting and less time thinking than Will does.
Charles Halloway is deeply troubled by the carnival, and its arrival at three in the morning further convinces him that something is wrong. He thinks deeply about that hour and considers it to be a time when men are most vulnerable. He believes that men and women are fundamentally different because women actually give birth and therefore are a part of the cycle of Time. Men, on the other hand, although they are necessary for birth, do not really feel themselves to be a part of Time, and instead feel it working against them. While women gain immortality through children, men can only see Time as an enemy that cannot be defeated, and three in the morning is the time when that battle seems most hopeless. The fact that the carnival arrived at the hour when men despair for their lives is a very bad omen to Charles Halloway.