Officer Shrift begins his investigation by declaring everyone present to be guilty and then begins asking very confusing questions that seem to have nothing to do with the collapse of the marketplace. Officer Shrift finds Milo guilty of various ridiculous crimes and, pronounces a sentence of six million years in prison then escorts Milo and Tock to a dank and musty dungeon. He warns them about "the witch" in the prison then shuts the three into a cell.

Inside Milo meets the "Which," Faintly Macabre. She explains that she is King Azaz's great aunt and was once in charge of choosing which words would be used for which occasions. As time went on, she noticed how frightfully wasteful people were with their words, often using too many for the simplest statements. So she began to give people fewer and fewer words to use, eventually becoming so miserly that nobody could speak or write at all. King Azaz became infuriated and locked the Which in the prison.

Faintly Macabre tells Milo that only the return of Rhyme and Reason will free her. When Milo seems confused, she settles down to tell him the story of Rhyme and Reason.


In this section, Juster begins to orient us in the Lands Beyond and sets up some plot motifs and themes that will frequently reappear throughout the book. Dictionopolis gives the reader the first taste of the "civilized" parts of the Land Beyond; later, Milo travels to lands outside of the city that are quite wild. In Dictionopolis, as in the rest of the Lands Beyond, Milo finds that what he usually cannot touch or taste (like words or reasons) are physical objects. He slowly begins to understand this idea after his interlude with the gatekeeper and wanderings in the word market. This plot motif, in which Milo discovers some unusual aspect of the Lands Beyond and figures it out with the help of the people he meets along the way, is a common occurrence in The Phantom Tollbooth .

This motif relates to the theme of education, a major part of Juster's book. As he wanders the word market, Milo becomes increasingly aware of how many words there are and how few he knows. He is also very impressed by the Spelling Bee, who is able to spell practically every word there is. Milo's lack of education in this subject eventually gets him into quite a bit of trouble when Officer Shrift begins asking him questions that he cannot understand. Once in prison, Milo realizes how valuable an education in reading and writing can be and vows to learn more about words.

Another important theme that first appears in this section is one that will soon become the focal point of Milo's travels: Rhyme and Reason. One aspect of the Lands Beyond is that there is an element of nonsense to it. The Whether Man, in Chapter 1, acts very strangely, running around babbling and never answering any questions. Similarly, Officer Shrift conducts his investigation and trial of Milo and Tock in a ridiculous fashion and sentences them to an unbelievable six million years in prison. Faintly Macabre, the Which, also tells a story in which she behaved unreasonably, becoming a miser with words.