- Will and Jim are running away from the carnival in pursuit of the now twelve-year-old Mr. Cooger. They both counted the carousel as having gone around twenty-eight times.
- Will speculates that there may have been two people on the ride, Mr. Cooger and the twelve-year-old boy.
- Jim refutes this notion and the boys continue their pursuit. The boy/Mr. Cooger turns onto Miss Foley's street.
- At Miss Foley's house, they spot the boy. He is standing inside one of the windows.
- Jim tells Will that the boy is definitely Mr. Cooger: "The eyes, Will! That's one part of people don't change, young, old, six or sixty!" (19.22).
- Jim wants to warn Miss Foley about the danger inside her home. Will is reluctant.
- The two of them go up to the door and Jim rings the bell. Will is scared. Jim is not.
- Miss Foley opens the door and invites them in. She introduces them to her "nephew" Robert.
- Unsure of what to say and desperately avoiding Robert's eyes (because really, talk about an awkward situation), Will stammers out the first thing that comes to mind: "Mr. Crosetti."
- He remembers that when he and Jim passed the barber shop earlier, there was a sign on the door reading "closed on account of illness." He tells everyone that Mr. Crosetti has died.
- Will continues avoiding Robert's eyes but Jim is friendly. When Will looks at the nephew, he indeed sees the old eyes of Mr. Cooger staring out.
- Miss Foley invites the boys to supper but Will exclaims that they need to leave. He offers Jim's mom, alone at home, as an excuse.
- Robert the Nephew invites them to come back later for dessert. He tells them he is taking Miss Foley to the carnival. He asks if the boys want to join them later.
- Jim readily agrees.
- Will tries once again to communicate with Miss Foley about the carnival's dangers.
- The two boys leave. Will is distraught while Jim is perfectly calm.
- Will has a revelation about the calliope music – it was Chopin's "Funeral March" played backward. He points out that the music played backward since Mr. Cooger was marching away from the grave.
- Will notes that Robert is still in the window. He tells Jim to walk away and whistle a tune.
- The two boys whistle "Oh, Susanna." (Listen to it here!)