Lennie is alone inside the barn, stroking a dead puppy. Worried that George will find out and won't let him tend the rabbits, Lennie buries the dead pup in the hay and says that he will claim to have found it dead. But then he uncovers the pup and strokes it again, realizing that George will know he killed it because George always knows and Lennie won't get to tend the rabbits. Lennie becomes so angry that he hurls the dead puppy across the barn. Shortly after having thrown the puppy, Lennie picks it up again, stroking it and deciding that maybe George won't care.
Curley's wife enters the barn and asks Lennie what he has. Lennie repeats George's instructions that he is not to talk to her. She stays, however, and again asks him what he is covering up. When Lennie shows her the dead puppy, she tells him it was just a mutt and no one will care, but Lennie explains that George won't let him tend the rabbits because he did a bad thing again.
Curley's wife tells Lennie of her life and her missed opportunity to travel with the show that came through her hometown. Lennie responds absently with concern about his dream farm and the rabbits he will have. Following his comment, Curley's wife chatters on, explaining more about her lost chance to become an actress and how she met Curley. As she talks, she moves closer, confiding in him about the life she might have had. Lennie, however, is still trying to figure out how to get rid of the dead pup so that George won't know.
