When asked by Jim if the carnival buys souls, Mr. Halloway points out that they do not need to—people give their souls away. They do not really take souls; they just live off of them. He explains that people torture each other in all sorts of exquisite ways throughout their lives, and the carnival senses that and feeds off of it. He tells the boys that the carnival inspires such fear because people are more afraid of Nothing than Something, and Death is Nothing. They use people's fear of Death against them and reap their lives in reward. After people feel as if they have come face to face with Death they are willing to do anything to avoid it, and that is where the carousel comes into play. But the carousel only changes the body, not the mind, and so you are left with no friends or family, because they are all a different age. This eventually would drive anyone insane. Charles Halloway stops speaking and they begin to plan how they will attack the carnival. But before they can get anywhere, the front door opens, and Mr. Halloway tells Will and Jim to hide.
Mr. Dark comes in and asks Charles Halloway where the boys are. He notices the books that Mr. Halloway is taking from the table and putting away. The Illustrated Man threatens Will's father and tells him that the Witch can stop his heart so it looks like a natural death. He laughs when Mr. Halloway holds a Bible. Mr. Dark lights a cigarette and blows smoke at the "No Smoking" sign and at Charles Halloway before pointing out how ridiculous it is to think that a book could harm him. He tortures Will's father with words, offering him a ride on the carousel to take away a few years. When Mr. Dark walks down the halls to search for the boys he leaves a winded Mr. Halloway behind, his heart throbbing, but the Illustrated Man promises to send someone to fix the heart.
Mr. Dark proceeds to search for the children. He starts by tempting Jim, telling him he can still have a ride on the carousel. Then he says that they took Will's mother for a ride on the carousel and that she has because a hideous, shriveled old creature who screamed terribly when they let her see herself in the Mirror Maze. Will's father stays put, hoping that Mr. Dark will not be able to find the boys, but Will begins sobbing softly. The Illustrated Man follows the sound and eventually comes to the place where Will and Jim lie hidden.
Charles Halloway's explanation of how the carnival works is a critique of the way people act towards each other. He explains that it is the pain and suffering that people cause each other in their everyday lives that Mr. Dark and his kind take advantage of. They are not the cause of evil in humanity, they simply use evil to perpetuate greater evils. The carnival would not survive if people did not harm each other so much all the time. He describes how people who are unhappy often take solace in making others unhappy too. The carnival is exactly the same, except that its members are never happy and they want to make others suffer in order to provide themselves with pleasure. Mr. Dark and his accomplices, although they are evil, share much with everyone else. We all contain the seeds to become another Mr. Dark. As Mr. Halloway explained to Will earlier on, it is not easy to be good. However, most people do not become as bad as Mr. Dark. That is because they are made happy through other ways than enjoying the suffering of others. But when people who are unhappy come to the carnival for solace, it takes away from them the ability to find pleasure in anything except the destruction of others' happiness. The carnival makes people like the other members of the carnival. And it does so by taking an attribute that can be found in all people, finding pleasure in others' pain, and making it the only rule.
It may be idealistic to hope that people will ever cease harming each other, but as long as we find more pleasure in loving and caring for others than we do in harming them, then there will always be people ready to fight the carnival and evil forces like it. The problem, then, is how to fight a force that takes pleasure in others' pain. Violence is not an option, because even if violence were successful, and the evil forces were destroyed, whoever fought them would essentially have replaced them. They would have satisfied themselves by harming others. There has to be another way, and Charles Halloway thinks that it is love. He believes that love can win battles against hatred. In fact, he thinks that the only weapon they have is their love, which comes through understanding and a feeling of commonality between people. Love can be seen as a form of passive resistance, a way to fight against a terrible enemy without using the same means as the enemy themselves. Love also has the power to unite people. If all of humanity were filled with a common love then there would be no room for the carnival to operate. There would still be people who were unhappy, but they would be surrounded by others who would understand what they feel. Mr. Fury and Miss Foley would not have to run off to the carnival to find what they could never get because others would help them. People have to be alone for the carnival to work. They must be divided and desperate. Just having Will around saved Jim several times from the pull of the carnival, because his friend understands him and helps him. If Jim had been on his own he probably would have taken the ride on the carousel and turned out like the lightning-rod salesman or worse. But the love of his friend saved him, as it could save others.