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.
Curley's wife appears in the doorway, claiming that she is looking for Curley and complaining that she just wants someone to talk to. Candy says accusingly that she has a husband and she should not be fooling around with other men. When Curley's wife protests that Curley doesn't spend time with her, hates everyone else, and just talks about fighting, she suddenly remembers Curley's smashed hand and asks what happened to it. Candy tells her twice that Curley caught it in a machine, but she doesn't believe him.
Lennie watches her, fascinated, and Crooks keeps very quiet. Finally, Candy tells her to go away because she is not wanted in the barn. She will get them fired, he adds, and they don't need to hit the highway yet because they have other ideas, like getting their own place. At this revelation, Curley's wife laughs at the men and says it will never happen.
Before she leaves, she asks Lennie where he got the bruises on his face. Guiltily, Lennie says Curley got his hand caught in a machine. When she continues to talk to Lennie, Crooks tells her she has no right in his room and that he is going to tell the boss to keep her out. Curley's wife threatens Crooks with lynching. When Candy says that he and Lennie would tell on her for framing Crooks, she counters by saying no one will listen to the old swamper. The four then hear noise in the yard and realize the men are returning; Curley's wife tells Lennie she is glad he busted up Curley a bit, and then she leaves.
George appears, and Candy admits that he told Crooks about the farm. It is evident that George is not happy, and so the defeated Crooks tells Candy to forget his offer to help with the hoeing and doing odd jobs.
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