- Will reassures his father, insisting that he has always been there to help the boys.
- Charles refutes the point. He tells his sons that the carnival preys on those unconnected to the community, those whose cries of help will not be heard.
- Charles launches into a lecture on good and evil, autumn and summer. He says that there is fear on both sides, and that goodness has its own weapons.
- He begins talking of love. He tries to formulate his concepts in words that will resonate with the boys. He wants to talk about love as common cause and shared experience.
- He tells the boys to imagine a soldier and a farmer put together for a long train ride who bond over a love of running.
- Charles pauses, but Will and Jim's eyes both urge him on.
- Charles finishes his little speech. He estimates that the autumn people will visit them in about two hours, given the closing time at the carnival.
- Jim goes to the window and listens to the calliope. He asks if it is bad.
- Will's father reminds him that you can't get something for nothing. He cautions that the carnival people make empty promises.
- Jim asks where these people came from.
- Charles launches into another mini-lecture, this one describing "deadfalls, mantraps, bone-crunchers, head-achers, flesh-twitchers, soul-skinners" (39.30).
- The boys realize that Mr. Cooger and Mr. Dark are both centuries old, since the carnival allows them to subtract years at will.
- Mr. Halloway describes the carnival people in full terms, telling the boys that the carnival lives off of fear and pain and guilt.
- He tells them that his knowledge is bodily: he feels it. He tastes it. His skeleton knows.