Miss Foley, alone in her house, ponders what to do about Will , Jim, and the nephew (Mr. Cooger). Somehow she knows that something is wrong with the nephew, but she knows that it will be all right when she goes on the ride he wanted her to go on. She understands that throwing her jewels was a way to get rid of the boys who would try to stop her from using her ticket for the carousel, where she will find happiness. She wants to do something to make sure they do not interfere in the future. Miss Foley calls the library and asks Charles Halloway if he will meet her in the police station.
On the way back, the ambulance pulls up next to the police car and one of the interns says that he thought the old man was dead. The police think he is joking, and in the back of the police care Will and Jim cannot say anything more. They get dropped off at two random houses close to the police station but do not go in. Will sees that Jim still holds his tickets for the free rides, even though he threw his away. Will wants to tell someone in authority but Jim convinces him that they have no proof. Jim thinks that it would be all right if they could apologize to Mr. Cooger, and Will explodes. He cannot believe that Jim is not afraid, why he does not seem to understand the danger. Will argues with his friend, telling Jim he does not really want to be older, but Jim does not agree. Will points out that Jim will leave him as soon as he is older, and that he is glad the machine does not work anymore, and Jim is angry with Will for destroying the machine. Their argument ceases when they hear voices nearby and stop to listen. Miss Foley is talking to Will's father about the break-in at her house. After a few moments of speaking she asks where the boys are if they are innocent. Will jumps up and climbs through the window after he hears her question.
Mr. Halloway walks the boys home. He will not wake Jim's mother as long as Jim promises to tell her first thing in the morning, and he lets Jim go home. The boys have secret iron rungs that they nailed into the ivy to make ladders up to their rooms. Charles Halloway briefly reminisces about being young and then talks to Will. He knows that his son is innocent, yet wants to know why he admitted stealing at the police station. Will tells him that Miss Foley wants them guilty for some reason. He starts to tell his father everything but then cannot. Will promises he will tell his dad in a few days.
Instead of going upstairs, Will and his father talk outside. Will thinks that being good means being happy, and his father clears up this misconception. He explains that being good is difficult. Charles Halloway is sad. He knows that Will is good and wise, wiser than him, although he is 54. Will warns his father not to go near the carnival, and then Will begins to climb up the iron rungs to his bedroom. He dares his father to follow and Charles Halloway does, climbing up the ladder behind his son. Then at the top they both laugh quietly together before Will's father leaves to go to sleep.
Miss Foley is a lost soul, for even without Mr. Cooger around, the carnival is all that she can think about. She knows that the boys did not rob her house, but still calls up Mr. Halloway and goes to the police station, simply because she wants them out of the way when she goes to ride on the carousel. Miss Foley does not worry about her nephew because all she can think about is the carnival. She was susceptible to the Mirror Maze before Mr. Cooger ever spent any time around her, so clearly the influence he had on her while he pretended to be her nephew could only have made her more eager to experience the effects of the rides. Without comprehending any of the strange things that are going on around her, Miss Foley focuses on the single goal of riding the carousel, which Mr. Cooger got her to believe is the key to all of her happiness.
Although he understands more, Jim is similar to Miss Foley. He still thinks that he can make everything all right by apologizing to Mr. Cooger. Self-deception is what the carnival relies upon to begin its manipulation. They need people who are desperately seeking something and then they can convince those people that the carnival has what they need. Jim is extremely lucky that he has Will as a friend, because otherwise he might already be like the lightning-rod salesman. The problem with convincing someone that they do not need whatever the carnival has to offer is that the desire itself is irrational. Jim's urge to grow up instantly is not something that he can explain or justify. Therefore, Will cannot convince Jim that he is wrong, or that he does not want what he thinks he wants. Jim, and Miss Foley as well, have to conclude on their own that their desires do not really represent what they want in order to see the dangers of the carnival.
Charles Halloway teaches his son an important lesson about life. Will is still young and cannot understand why his father is not happy. Mr. Halloway explains that a happy man is not necessarily a good man. Will learns that being good is difficult and challenging. Although he thinks that he is a good man, Charles Halloway is sad. But Will also teaches his father a lesson simply by having such a conversation. Charles Halloway had been worried that he could not relate to his son, and their talk shows him both that they can converse and that he can teach Will things he needs to know. Furthermore, when Will gets his father to climb up the ladder, Charles Halloway begins to make peace with the boy inside of him. Although he is a man, he is fighting back against the thought that he is old, that he can no longer do what he once could.