Chivalry is a failed mining town. Buildings stand empty and rotting. Max worries that Worm’s father will be a nutty, gray-bearded hermit.

Max and Worm walk through town and enter an old building that appears to be the remains of a saloon. Worm says she hears ghosts whispering; Max says it’s the wind. He walks behind the bar and nearly bumps into a pair of giant eyes. It’s an owl. It hoots and flies around the room, then disappears up into the broken rafters.

Something about the owl gives Max the sense that it “knows everything.” Worm stares up at the roof as if “she knows what the owl knows” (117).

They eat some of the apples and cheese that Joe gave them. Max wolfs his down, but Worm only nibbles. He asks why her dad lives in a “ghost town,” but she doesn’t want to talk about it. She pulls out a book to read, The Hobbit. She’s read it before. So has he, which surprises her. Feeling defensive, he scolds her for doubting his intelligence. She looks as if she’s going to cry, and Max regrets his words.

Rachel says that, when she first read The Hobbit, she wanted to be the book’s hero, Bilbo Baggins, and live in his world.