Lennie is alone inside the barn, stroking a dead puppy. Worried that George will find out and won't let him tend the rabbits, Lennie buries the dead pup in the hay and says that he will claim to have found it dead. But then he uncovers the pup and strokes it again, realizing that George will know he killed it because George always knows and Lennie won't get to tend the rabbits. Lennie becomes so angry that he hurls the dead puppy across the barn. Shortly after having thrown the puppy, Lennie picks it up again, stroking it and deciding that maybe George won't care.
Curley's wife enters the barn and asks Lennie what he has. Lennie repeats George's instructions that he is not to talk to her. She stays, however, and again asks him what he is covering up. When Lennie shows her the dead puppy, she tells him it was just a mutt and no one will care, but Lennie explains that George won't let him tend the rabbits because he did a bad thing again.
Curley's wife tells Lennie of her life and her missed opportunity to travel with the show that came through her hometown. Lennie responds absently with concern about his dream farm and the rabbits he will have. Following his comment, Curley's wife chatters on, explaining more about her lost chance to become an actress and how she met Curley. As she talks, she moves closer, confiding in him about the life she might have had. Lennie, however, is still trying to figure out how to get rid of the dead pup so that George won't know.
When Lennie explains that he likes to pet soft things, Curley's wife reveals that she too likes to feel silk and velvet, and she invites him to feel her hair, which is very soft. He does, but his big, clumsy fingers start to mess it up, and she angrily tells him to let go. As she tries to get her hair away from Lennie, he becomes scared and holds on more tightly. When she begins to scream, Lennie covers her mouth with his hand. A struggle ensues — Lennie panicking and Curley's wife's eyes "wild with terror" — until her body flops "like a fish" and then she is still.
When Lennie realizes that she is dead, he panics and paws the hay to partially cover her. Hearing the horseshoe game outside, he understands that someone will come in sooner or later and discover the bad thing he has done. Immediately he remembers to hide in the brush until George comes. Picking up the dead pup, he leaves to go to the hiding place.
Candy finds Curley's wife and runs out to find George, who, upon seeing the body, knows what happened. George considers what will happen to Lennie: They could lock Lennie up, but he'd starve, and people would be mean to him. Candy says they need to let Lennie get away because Curley will lynch him, but George realizes how hopeless escape would be. He tells Candy to give him a minute to go to the bunkhouse before telling the other men; then George will come along as though he had not already seen Curley's wife.
Candy asserts that he and George can still have their farm, but George realizes that it will never happen. Now George has no dream, and he will end up working like the other ranch hands and spending his money in a poolroom or "some lousy cat house."
Carlson, Whit, Curley, and Crooks come back in the barn with Candy and, following them, George. Curley immediately blames Lennie, saying he will go for his shotgun and shoot Lennie in the guts. Carlson follows Curley out of the barn, going for his Luger. When Slim asks George where Lennie might be, George tells Slim Lennie would have gone south (knowing all along that the little pool is north of the ranch). When George claims that they might find Lennie first and bring him in and lock him up, Slim explains that Curley will want to kill him, and even if he doesn't, how would Lennie like being locked up and strapped down like an animal in a cage?
Carlson and Curley return, and Carlson claims that Lennie has stolen his Luger. Curley, carrying a shotgun, tells Carlson to take Crooks' shotgun, and the men leave, taking George with them to find Lennie.
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