Charles Halloway sits in the library, surrounded by books. He has spent the day quietly watching, first during the parade and then later at the carnival itself. He has told the boys' mothers nothing of what was happening. He has spent the remainder of the day reading and thinking, trying to figure out what was happening. But all he knows is that something terrible is coming and that he will have to face it.
Will is scared even of the library now, worried that maybe something had already been done to his father. Jim rushes to the door and bangs on it. Soon Will joins in and his father opens the door and lets them inside. They tell him where they have been hiding all day and then he makes them tell him their story from the beginning. When the boys finish Mr. Halloway tells them that he believes it all. He tells them about his research—he found that Cooger and Dark's carnival has come in October every twenty or thirty years since the first news clipping from 1846. They realize that the same men have been running an evil carnival for many, many years. Charles Halloway tells the boys a bit of his life story and concludes by saying that he is there to help them.
Mr. Halloway explains to the boys how the carnival works. It goes through towns and finds those who despair, those who have no one to help them, and it feeds on them. But all is not lost. They have some power, because Mr. Dark was afraid of Mr. Halloway at the Cigar Store. They wonder what they can use against the evil ones. Charles Halloway gives the boys a description of how humanity has emerged from selfishness to love and friendship. The boys are enthralled by his talk, and he tries to tell them that love is their weapon and that loving comes from knowing, and from sharing common causes. He tells the boys they need to know what they are up against, and while Will and Jim ask questions, he paints a picture of the enemy. They seem to offer people everything, but in reality they give nothing and only take. Mr. Halloway describes how they might have always been around, throughout history, delighting in other's sorrows. Dark and Cooger themselves may be hundreds of years old. They thrive on suffering, they feast on the pain and fear of others.
Charles Halloway is ready for the dangers ahead, even if he does not know what they are. Halloway resembles Will, since he is a man given to contemplative thought. In this case, he has been pushed to the point of action. He has researched the carnival and knows that the forces he is dealing with are old and terrible, and that they have preyed upon the weak and hopeless for centuries. But he believes in the weapon of love and their ability, through cooperation, to defeat their enemies. If Mr. Dark and his kind feed upon spite and hatred and weakness then he and the boys must find strength in love to overcome them.
In reality, Mr. Halloway and the boys know very little about the carnival. He has guessed at how long they have been around and how they take advantage of people, but they have no direct plan to stop the evil. This is important because they know that Mr. Dark is going to pay them a visit soon, and they must have some sort of a plan. Charles Halloway has already helped the boys more than he knows by just talking to them, for the spell of his voice has helped them regain their courage and lose their fear. Courage will be a weapon against Mr. Dark while fear will let him gain control.
Mr. Halloway, Will, and Jim have to stop Mr. Dark and the carnival for reasons beyond simply personal ones. Although they themselves are in grave danger, their battle is greater than they are. It represents good versus evil, and it is imperative that good triumphs. They have to defeat the carnival so that the faltering souls among humanity, like Miss Foley and Mr. Fury, have a chance to live out their lives and find the comfort that they need. If Mr. Halloway and the boys succeed in stopping the carnival then it will be a service to people everywhere. The people that the carnival destroys are people who could get a second chance some other way, people who could find some other means to lift them from their despair. They will not be able to obtain what they desire from the carnival, because those desires are impossible to fulfill, but maybe through interaction and finding common cause with others they will realize that those desires are not what they really want. Charles Halloway and the boys must find a way to succeed because if they do not many others will suffer in the future.