By dawn, Maria is gone. Robert Jordan goes back to sleep until the sound of enemy airplanes wakes him. A total of forty-five planes fly overhead, in groups of threes and nines. Robert Jordan wonders whether the Fascists know about the planned guerrilla offensive, so he sends Anselmo to watch the road.
At breakfast, Fernando, the ninth member of the band, reports that the night before, he heard rumors about a possible Republican offensive in La Granja, the nearest town. Pilar talks about a time when she visited the city of Valencia when her lover, Finito, had a bullfighting gig there. After breakfast, the sound of enemy planes returns.
Three enemy planes fly very low overhead. Robert Jordan promises Pilar that he will be careful with Maria. Pilar tells him that during the night, after she and Pablo made love, she heard Pablo crying because his men had renounced his leadership. In private, Agustín tells Pilar that he does not trust Pablo, but even so, he wants Pablo to plan their retreat after they blow up the bridge.
Pilar, Maria, and Robert Jordan leave to visit El Sordo and talk to him about the bridge operation. They stop to rest along the way. Pilar complains that she is ugly, even though she admits that she has had many lovers in her life.
Pilar then tells a long story about the start of the war in Pablo’s hometown. After shooting four Fascist guards point blank, Pablo orchestrated a brutal scenario to kill the town Fascists. Pilar compares the situation to bull-baiting. Pablo and his cohorts forced each Fascist to walk past a line of Republican peasants, who beat him with flails before throwing him off a cliff. The last remaining Fascists and the priest overseeing them prayed inside a holding cell until Pablo unlocked the door and a mob rushed in and tore them apart. Afterward, Pablo expressed disappointment with the priest’s lack of dignity. That night, Pablo and Pilar abstained from having sex. Pilar says that that day, along with the day three days later, when the Fascists retook the town, were the worst of her life. Pilar’s story reminds Robert Jordan of a time when he saw the lynching of a black man in Ohio when he was seven years old.
A young man named Joaquín, who guards El Sordo’s camp, greets Robert Jordan, Pilar, and Maria. Joaquín and Maria joke about the time when Joaquín carried her after the guerrilleros blew up the Fascist train she was riding as a captive. Joaquín tells the others that Fascists killed his family. Robert Jordan thinks about the effect that his military missions have had on Republican peasants in small towns. Maria tells Joaquín that they all are his family now, and Pilar makes a point to include Robert Jordan.