Mr. Halloway answers the phone, and Will tells him that he and Jim may not be home that night. Charles Halloway has to tell Will's mother and Jim's mother. He asks his son what is happening but Will does not want to involve his father and just asks his father to wish him luck. Mr. Halloway wishes luck to the dial tone and walks out into the now sunny day.
Will and Jim hide underneath the iron grille that is next to the wooden Cherokee statue in front of the United Cigar Store. The parade stops in front of the store and Mr. Dark signals to his freaks, who move all around, searching for their prey. A five year old boy drops his gum into the grille and then looks in after it. Surprised at what he sees, he calls for his mother.
Charles Halloway drinks coffee inside Ned's Night Spot and asks for one more when Mr. Dark enters the store. The little boy calling for his mother gets the attention of the Dwarf, who looks first at the boy, whose mother comes and takes him away, and then down into the grille. Will sees that there is very little left of Mr. Fury, the man they knew, and the Dwarf looks at them without really seeing and then moves on. Charles Halloway nods at the Illustrated Man, who stares back at him. Mr. Dark tells the proprietor he is looking for two boys, and Mr. Halloway leaves the store. Jim sees Will's father and wants to call to him but Will tells him to wait. Halloway goes to the United Cigar Store and buys a cigar. He lights it, drops the band while hoping for some sort of sign and sees it land at Will's feet, inside the grille. He sees the boys and begins to demand an explanation, just as the Illustrated Man walks out of Ned's Night Spot and walks towards him. The boys tell him that they will be dead if he does not look away and pretend they are not there.
Mr. Dark comes up to Mr. Halloway and tells him that two boys have been chosen to be special guests of the carnival. He holds up his hands and a picture of Will is tattooed on one palm and Jim on the other. The Illustrated Man sees that Charles Halloway knows the boys but he is too eager in asking about them. Halloway lies about their names and Mr. Dark clenches his fists. The boys feel pain when their images are squished, and Mr. Dark accuses Will's father of being a liar. He knows their names are Jim and Will (Will thinks maybe they found the little girl and she told them) but he does not know their last names. Will's father says he cannot help and everything seems fine until the Dust Witch comes around the corner. She begins to sense the boys, but Halloway lights his cigar again and blows the smoke in her direction. She chokes and coughs and has to leave, taking Mr. Dark with her, but when Charles Halloway says something to Mr. Dark, the Illustrated Man comes back and asks him for his name. Halloway tells him the truth, where he works, and Mr. Dark says he will pay a visit. Will's father tells the boys to hide and then come to the library at seven.
The Dwarf suddenly realizes that Charles Halloway saw the boys under the grate and rushes to tell Mr. Dark. The Illustrated Man runs back to the grille and looks inside but it is empty.
Will's father has entered the fray. Although his son told him nothing over the phone, Charles Halloway went out to look for Will and Jim and found them a moment before Mr. Dark accosted him. He stays strong in the confrontation with the Illustrated Man, refusing to give up any information about the children. But he also angers Mr. Dark. By telling him the truth about where he works and who he is, he invites danger to his door. Charles Halloway has taken a stand, and it seems like the fate of the boys is now inextricably tied to his own. The battle lines have been drawn, and rather than trying to survive on their own, as Will and Jim were attempting to do, they now have an ally. What is not clear is how Charles Halloway plans to combat the carnival. A full-grown man, he is better equipped to fight than Jim or Will, but they are still outnumbered and up against a great force of evil. At the library, he plans to figure out some way to fight, but his wits may be all he has to rely on. However, Will's father has survived one battle. His use of the cigar to get rid of the Witch was brilliant and very effective, and he also may have luck on his side. If the cigar band had not fallen at Will's feet he never would have known where the boys were hiding. Although he is smart and, like Will, he can sense the evil in the carnival, Charles Halloway does not know how he will help the boys fight, but he does know that he will help them. That youthful, adventurous part of Mr. Halloway is getting stronger to help his son and his son's best friend in their most dangerous adventure.
The evil members of the carnival have special abilities that no one else has, but they can still be defeated. The Witch, hypersensitive to smells and sounds, is on the verge of finding the boys when a simple puff of cigar smoke from Will's father sends her coughing and wheezing away. Because they have destroyed Mr. Fury to make the Dwarf, the carnival is not able to get Will and Jim. In some sense their evil defeated itself, because in order to make the man into a freak they had to destroy his humanity, and along with his humanity went everything that made him useful and capable. By the time the Dwarf was able to put together what he saw, the boys were long gone. The Witch is more capable than the Dwarf, but Charles Halloway found a weakness of hers, and so each of the freaks, including Mr. Dark himself, must have some sort of weakness that everyone who is still fully human can exploit. There is a price to be paid for evil, and the price is a part of what makes us all human. The novel suggests that just as no person is purely good, no person is purely evil, either.