Lennie is by the deep pool of the Salinas River, waiting for George. He talks to himself, repeating that George will be mad and give him hell. From his memory, he creates his Aunt Clara, who stares disapprovingly and scolds him because once again he did not listen to George. Then Aunt Clara disappears and is replaced in Lennie's mind by a giant rabbit, who takes Aunt Clara's job of scolding Lennie and tells him he cannot tend the rabbits and that George will beat Lennie with a stick. Lennie protests that George has never "raised his han' to me with a stick." But the rabbit persists, and Lennie puts his hands over his ears and calls out for George.
Coming silently through the bushes, George asks Lennie what he is yelling about. Lennie describes his fears of George leaving and confesses that he has once again done a bad thing. Strangely silent, George explains that it does not matter this time. Then Lennie asks for "the story" about how they are different from the other guys. George takes his hat off and asks Lennie to do so too; then he tells Lennie to look across the river while he tells him their dream once again.
