Will and Jim continue chasing the twelve year boy who is really Mr. Cooger, and after losing him briefly, they see him in Miss Foley's house. Will starts to become worried about Jim. Jim marches them up the steps and rings Miss Foley's doorbell. She invites them in and begins to introduce them to the boy she thinks is her nephew Robert when Will blurts out that he has bad news. They all look at him, and he realizes that he cannot tell Miss Foley about Mr. Cooger. He tells them that Mr. Crosetti is dead, remembering a sign he saw in the barber's shop claiming it was closed due to illness. Will tries to get them to leave, but before they go the boy invites them to dessert, since he and his aunt are going to the carnival after dinner. Jim wants to agree but Will intervenes and says they cannot go. They agree to meet up the next day. Will drags Jim outside, angry with him, and tells him that the music on the carousel was Chopin's "Funeral March" played backwards. The nephew appears at the window and the boys walk off casually.
Will's parents yell at him and send him upstairs. Jim gets the same treatment. Both boys sit in their rooms eager to get out. Charles Halloway tells his son to be careful and then goes out. Will worries for his father, and then tries to get Jim's attention. He throws marbles at Jim's window but gets no response. Surprised that Jim will not respond, Will lies back to wait.
The boys often used an old boardwalk that lay in the alley behind the house to communicate the night's mission to each other, pounding out a tune on the pine- planks as a symbol of the upcoming adventure. Will waits for Jim to play something, as the hours tick by. Finally he hears something, and turns to open his window. But just then, Will sees Jim's window open. He realizes that he heard the music in his head. Jim starts down without contacting Will and goes off on his own. Will refuses to let his friend go alone, and follows after Jim. Jim stops at Miss Foley's house.
Jim looks back, and Will hides in the bushes. Jim whispers up to the second floor and a small shadow moves above. Will leaps forward to try to make Jim leave. Jim tells Will he must leave him alone or else Mr. Cooger will not come out. If Will does not leave, Jim says he will remember when he is older, and he spits in Will's face. Will understands what Jim wants and punches his friend in the nose. He then attacks Jim and holds him down. The boy looks out at Jim and Will, runs upstairs, comes back, and throws Miss Foley's jewelry all over the boys. Then he yells for the police several times and takes off. Jim takes off after him, and Will hears Miss Foley when she discovers all of her jewels are missing. Will knows that running is exactly what Mr. Cooger wants, but he has no choice; he must follow Jim. Now, everyone thinks they are thieves.
Jim's behavior becomes questionable after Mr. Cooger goes into Miss Foley's house. Mr. Cooger certainly remembers the two boys, and going up to the house right after he enters it makes it pretty clear the they know who he is and that they know the secret of the carousel. By going up to Miss Foley's house, the boys give up their advantage of knowing what was happening without Mr. Cooger knowing that they knew. But in Miss Foley's house, Will seems to be the only one who acts normally. Jim desperately wants to go back to the carnival with the boy, Mr. Cooger wants Jim to come, and Miss Foley seems unconcerned about the possibility that Mr. Crosetti is dead. Will is furious with Jim for talking to the boy, but Jim does not understand why Will is mad. Will thinks that something terrible must have happened to the real nephew and that they must somehow warn Miss Foley of her dangerous situation. Jim does not seem very concerned with Miss Foley but is intrigued with Mr. Cooger and wants to meet up with him again. Jim wants more adventure.
Charles Halloway knows that his son may be in some sort of danger, but all he can do is warn Will to be careful. When his father leaves the house, Will begins to worry for his safety. Will understands, unlike Jim, that something terrible is happening. He knows that his father has an idea that things are not as they should be but does not think that he really sees the danger. Will himself is not really sure what the danger is, but he knows that it is out there. He is concerned enough to try to precipitate action from Jim, because he feels they have to do something. And when Jim does not respond Will is surprised, because his friend is always ready for action. Then Will sees Jim trying to sneak out of his house. Will does not yet know why his friend would leave without him, but he is unwilling to let Jim go by himself. However, Will knows that Jim did not want him along, so he follows him without being seen to see what Jim is up to.
When Will learns that Jim wants to ride the carousel himself, he suddenly realizes that Jim is not interested in solving the mystery of the carnival and preventing the harm that Mr. Cooger may cause—he is interested in using the merry-go-round to make himself older, to experience another great adventure. Will attacks Jim and subdues him because he knows he cannot let his friend do what he wants to do. But after the nephew sets them up as thieves and runs off towards the carnival, Will knows that he is chasing both Mr. Cooger and Jim. Jim's desire to grow up blinds him to the clearly evil intentions of Mr. Cooger, and he is willing to risk everything for a ride on the carousel. Will still sees things clearly and knows that Jim is in grave danger, but he also knows that he will have trouble stopping his friend from harming himself. Jim seeks adventure and wonder, but in this case he runs the risk of doing himself terrible harm. There may be times in life when it is better to be like Will, to think things through before acting. Will can see that the merry-go-round, however it works, is not a good thing, even though it appears to be magical. Jim can only see that it will make him older, and he does not stop to think about what that means.