Will and Jim crouch on half-empty book shelves in an attempt to hide from Mr. Dark. He first tries to lure them from their safe hiding place by telling them that Mrs. Halloway has yielded to the Carnival's temptation and has taken a forward ride on its carousel. The Illustrated Man says that the Carnival has transformed her into a slobbering two-hundred year old woman. Directed by the boys' sobbing, he then climbs through the shelves of books until he comes face to face with Will and Jim.
Mr. Halloway goes to their aid, but the Illustrated Man crushes the old man's hand and drops him to his knee in pain. Next, the Illustrated Man calls upon the Dust Witch to sew up the mouths, eyes, and ears of the boys, making them incapable of exercising their own wills and forcing them, instead, to obey only him.
At this point, the powers of evil are steadily gaining momentum as they work their evil designs on several good, yet vulnerable, inhabitants of Green Town.