Alone in the bunkhouse, George thanks Slim for giving Lennie a pup. Slim comments on Lennie's ability to work hard and mentions that it is obvious Lennie is not too bright. Slim then asks why Lennie and George go around together because most of the ranch hands he's seen are always alone and "[n]ever seem to give a damn about nobody."
Feeling comfortable with Slim, George explains that he knew Lennie's aunt. After her death, Lennie just naturally began staying with George and following him around. At first, George accepted Lennie's company because he could play jokes on Lennie, who didn't realize he was being made fun of. But one day, George told Lennie to jump into the Sacramento River, which Lennie did, even though he couldn't swim. Lennie nearly drowned before George was able to pull him out, and since then, no more jokes.
George also confides in Slim about Lennie's trouble in Weed: When Lennie touched a girl's dress, the girl screamed. Lennie got so scared that George had to hit him with a fence post to get him to let go. The girl claimed she had been raped, and so Lennie and George hid in an irrigation ditch and left in the night.
Carlson enters and complains bitterly about the smell of Candy's dog, offering to shoot it to put it out of its misery. Candy looks to the other guys, particularly Slim, for help with this decision. Slim sides with Carlson, and so Candy reluctantly lets Carlson take the dog out for execution.
Later, Crooks comes in, announcing that Lennie is petting the pups too much in the barn. Whit, another ranch hand, asks George if he has seen Curley's wife yet. George is noncommittal, and Whit remarks on her provocative dress. They discuss going into one of the town whorehouses that evening, and George tells Whit he might go but only to have a drink because he is saving his money for a stake.
Curley enters, looking for his wife. When he hears that she isn't there and that Slim is in the barn, he goes to the barn. Whit and Carlson follow, hoping for a fight. Disgustedly, George remarks that a whorehouse is a lot better for a guy than jailbait, and he mentions the story of a friend who ended up in prison over a "tart." Lennie loses interest and asks George once again about their farm.
Candy overhears their discussion and offers to contribute $300 toward the cost, if George and Lennie will let him join them. George eventually agrees, and then the three men muse on what their place will be like. They agree not to tell anyone of their plans. Candy admits he should have shot his dog himself.
The other guys filter back into the bunkhouse. Slim is angry at Curley for constantly asking about his wife. Curley, on the defensive and looking for someone to fight, picks a fight with Lennie and punches him unmercifully. Lennie doesn't protect himself until George tells him to fight back. When Lennie does, he crushes all the bones in Curley's hand.
Slim says they must get Curley to a doctor, but he cautions Curley that if he tells on Lennie and gets him fired, they will spread the word about how Curley's hand really got hurt and everyone will laugh at him. Badly shaken and in pain, Curley agrees not to tell. George explains to Slim that Lennie didn't mean to hurt Curley; he was just scared.
Because of what he has done, Lennie is afraid he won't get to tend the rabbits on their farm. George tells Lennie that it was not his fault and that he will get to tend the rabbits; then he sends Lennie off to wash his face.
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