Two more join the company for dinner. One is Mr. Vuffin, who is the owner of a freak show. The other is a silent man who is a conjuror, named Sweet William. Short inquires after the giant, and Mr. Vuffin says he is worried that the giant’s knees are going. This will not be good for his career. Short asks what happens to disabled, old giants. Vuffin says that they usually wait on dwarves in the caravans. Short replies that it must cost money maintaining them when they no longer earn an income. Vuffin says it is better than letting them loose in the world. If they become a common sight, people will no longer pay to see them. Vuffin mentions one giant who did leave to carry coach bills. He was ruining the trade, and he was murdered because of it. The others remember the story. Vuffin says it served him right. Dwarves often are abusive to the giants who wait on them. However, dwarves are worth more as they age.
Sweet William practices his routine, uninterested in the conversation. Nell retires to bed. Tommy Codlin knocks on her door a little while later. He tells her that as kind-hearted as Short may appear, Tommy is actually her true friend. He tells her to take his advice without asking for an explanation. She needs to stick close to him. She must never say that she and the old man are parting company with them. He wants her to tell anyone who asks in the future that he is her true friend. He wished she had told him her situation, for he is a good advisor.
Tommy leaves as the others downstairs start to retire. Short knocks on her door later, saying they are going to leave early tomorrow to get to the races before the others. He’ll rouse her.
Nell is uneasy by the strange behavior of her companions. She had overheard them whispering downstairs and had seen their strange reaction when she had woken. However, she is too tired to do anything about it.
The next morning, they leave early after breakfast. Tommy Codlin acts more protective of her and less sulky. Nell becomes more watchful. She notices that Tommy never takes his eyes off her and the grandfather, even during performances. The two men are both kinder to her grandfather. She starts having misgivings about their motivations.
They come across other people on foot, in wagons, and on horseback—all going towards the races. Most are performers. The public houses are full of boisterous people. Gamblers have set up stands and encourage passerbyers to try their luck. Nell is repelled and frightened, and she sticks close to her companions. The grandfather is bewildered.
They finally reach the races, where people are setting up stalls for the next day. Nell prefers it to the town, despite the obvious poverty of the people. Buying supper takes the last of her money. The grandfather and she fall asleep.
The next morning, Nell gathers flowers to offer to ladies in the carriages. Nell tells the grandfather that the men they are traveling with mean to have them sent back and parted. She warns him not to act differently, or they will never get away. The grandfather fears he will be imprisoned, flogged, and never see her again. She tells him to keep close to her, and when the time is right follow her lead without protest.
Codlin awakes and asks her what she is doing. She says she is making nosegays, and she gives him one as a gift. He reminds her that he is her friend. Outside, people are performing for the ladies and gentlemen who are arriving. All evidence of their poverty is hidden, and everything is bright and jolly. Nell isn’t successful at selling her nosegays, as she is faced with a lot of competition who is more experienced at her at begging. One lady in a carriage, who seems to be ignored by others of her class, takes pity and buys a nosegay. She tells Nell to get away from this place.
Nell doesn’t find an opportune moment to flee under the watchful eye of Codlin. However, later in the day she sees her chance. Short is busy performing, and Codlin is watching pickpockets steal from the audience. Nell and the grandfather escape, heading towards the open fields.