It is night, and Crooks is all alone in his room. Because everyone but Lennie and Candy went to town, Lennie is bored and walks into the to see the . Crooks acts irritated, but eventually strikes up a with Lennie.

During the conversation, Lennie tells Crooks about the of owning a farm. Crooks doesn’t believe that it will ever happened. He starts to question the between George and Lennie. During this conversation, Crooks asks Lennie what he would do if George got . Lennie gets very at the thought of George being harmed. Seeing this and afraid that he might get hurt by Lennie, Crooks tells him that George is .

A little later, Candy shows up to talk to Lennie about the . Crooks again says that he has seen many men with the same dream, and he says that they will not be able to buy the farm because George is in town spending their at a whorehouse. But Candy tells Crooks that their money is in the . Crooks eventually buys into the dream and asks if he can join. He says that he would work hard and for no .

While the three are talking, Curley's shows up saying she is looking for Curley. After Candy and Crooks make it clear that she shouldn’t be there, she complains that no one will to her. She says that she is bored and that doesn’t spend time with her. She says that when Curley does speak to her, he talks only about . Then, she remembers that Curley’s was smashed. She asks the three what happened to it. Candy tells her that Curley got it caught in a . She then looks at and says that he was the machine.

Candy asks her many times to leave. He says that she will get them if she doesn’t leave. Then Candy tells her that they need the money because they are going to buy a ranch. She at them and their dream. Because they ask her to leave vehemently, she attacks Crooks. She tells that he she could get him lynched.

She finally leaves when she hears the men coming back from .. George shows up and finds out that Candy had told Crooks about the dream. Because shows his distaste in having a black man involved in their dreams, Crooks tells them to forget about his offer to help.