It is Saturday night, and Crooks is alone in his room when Lennie appears in the door. At first Crooks sends Lennie away, but eventually a conversation ensues in which Lennie says he came into the barn to see his pups, and Crooks warns Lennie that he is taking the pups from the nest too much. Lennie's disarming smile finally warms Crooks, and he lets Lennie stay and talk.
During their conversation, Lennie reveals the secret about the farm, which Crooks initially thinks Lennie is making up. Crooks also prods Lennie about his relationship with George and scares Lennie by suggesting that George might not come back. The more Crooks presses Lennie, the more Lennie becomes scared and upset. As Lennie circles dangerously close to Crooks, Crooks realizes the danger he is in and gently calms Lennie down, explaining that George is not hurt and that he was just "supposin'." Crooks then talks about his own loneliness.
Candy appears and talks with Lennie about the rabbits. Crooks interrupts and says they are kidding themselves about this farm because George is in town spending their money at a whorehouse. Exclaiming that the money is actually in the bank, Candy describes their farm where "couldn't nobody throw him off of it." Crooks asks to join their venture and says that he would work very hard and for no pay.
