With Curley gone, Candy explains that Curley used to be a lightweight fighter and now he hates big guys and picks fights with them. If that weren't bad enough, according to Candy, Curley has gotten much worse since his marriage two weeks earlier. Candy relates that Curley's wife is pretty but she has "got the eye," and she flirts with Slim and Carlson. Candy leaves, and George tells Lennie to stay away from Curley and not speak to him; however, George says, if Curley punches Lennie, Lennie is to "let him have it." Then George reminds Lennie of the place by the river where he is to go in case of trouble.
Shortly after, Curley's wife comes into the bunkhouse, claiming to look for Curley. Fascinated, Lennie can't take his eyes off her. Then Slim enters and tells her he saw Curley go into the house; Curley's wife becomes apprehensive and leaves.
When George says that Curley's wife seems like a "tramp," Lennie responds that he thinks she is "purty," causing George to warn Lennie to keep away from her, just like he's supposed to keep away from Curley. This admonition worries Lennie, who says, "I don't like this place, George. This ain't a good place." But George reminds him they must stay long enough to make a stake for their farm.
Another man, Carlson, enters the bunkhouse and asks Slim about his new puppies, suggesting that they could replace Candy's old dog, who is old, arthritic, and can barely walk or see, with one of the puppies. Hearing about the puppies, Lennie wants one too, and asks George to speak to Slim.
Supper is called. As Lennie gets off the bunk and approaches the door, Curley returns, looking for his wife. George tells him that she was there looking for Curley. George is afraid he will tangle with Curley himself as they all leave for supper.
