Jim Nightshade lies in bed. His dark eyes, dark brown hair, and the dark veins in his face and neck make him "marbled with dark." Jim "talked less and smiled less as the years increased." He was fascinated by the world, and looked at it so much that he had seen twenty years in his 13. Will Halloway, on the other hand, looked away so often that he had seen only six years. Jim's mother comes into his room and they talk. He tells her he never plans on having children or anything that can hurt him. She tells him he looks like his father, a man who had hit her and left her, long ago. She wants him to say goodbye to her before he leaves her, which she knows he will do some day. She leaves and Jim decides to knock the lightning rod down just to see what happens.
The lightning-rod salesman, walking down the street, stops at the empty shop that Charles Halloway stopped at earlier. Moths bang on the window, and inside he sees the woman in the ice. She represents to him all of the beautiful women in his life. He wonders what would happen if the ice melted, and he touches the shop door, which swings open. He steps in and the door shuts.
At three in the morning, Will and Jim are awakened by the sound of a train. They hear a calliope. Both boys look out at the train with binoculars and realize it must be the carnival. Jim decides to go watch them set up, and Will follows after him.
As they run, Will thinks about the fact that Jim favors action while he favors talking things over. The train's engine whistle blows, and both Will and Jim are brought to tears by the agony of the whistle. They follow the train to the meadow it has stopped in and see a balloon with someone in its basket. A tall man in a dark suit gets off the train and signals. Immediately afterward, people begin setting up, but their silence troubles to Will. The moon is covered by clouds, and when the darkness lifts the tents are set up and the field is empty. The boys run home, scared.
Inside the library, Charles Halloway sees Jim and Will run by. He also sees, far away, glass glinting from the carnival. He is unsure whether or not he will go there. On the way home, he passes the empty store where the lady in the ice had been, but all that remains is a pool of water, a few shards of ice, and some hair in the ice. Charles Halloway sees these things but tries not to think about them.
Will hears his father talking to himself, muttering the word three, and he wonders if perhaps his father knows about the carnival as well. Charles Halloway thinks that three in the morning is a special time. Women and children sleep, but middle-aged men can only lie in bed and think of their lives. He thinks that women are Time, for they ensure their immortality through birth. But men can only despair at Time, and he reflects that three in the morning, when that despair is deepest, is when the train came.