- Jim asks tentatively if the carnival people buy souls; Mr. Halloway replies that men give them up for free.
- He reiterates that the carnival lives off of people's longings and the great sins people perpetrate against each other.
- He stops himself, saying he talks too much.
- Jim asks if the carnival is Death.
- The old man refills his pipe and replies that Death doesn't exist. The carnival feeds off of the fear of Death.
- He notes that those who ride the carousel are never told that "changing size doesn't change the brain" (40.15). Mr. Halloway sees this as an incredibly traumatic process leaving guilt and madness in its wake.
- Will laments poor Miss Foley, who succumbed to the seductive promises of the carousel.
- Mr. Halloway guesses that she is with the other freaks now. He speculates upon the origins of the carnival freaks, saying that the Fat Man was likely once a ravener of lust, the Skeleton likely starved his wife and children, etc.
- He asks the boys what plan they should formulate. They all begin speculating. Holy water? Silver bullets?
- Their schemes are stopped by a whisper that floats through the room. The front door has been opened.
- Then it closes.
- Charles Halloway says to the boys: "Hide."
- After some protestation, the boys vanish into the maze of library stacks.
- Charles Halloway forces himself to breathe. And wait.