At the end of the workday, Slim and George return to the bunkhouse. Slim has agreed to give one of the pups to Lennie, and George thanks him for his kindness, insisting that Lennie is “dumb as hell,” but is neither crazy nor mean. Slim appreciates George’s friendship with Lennie, saying that it is a welcome change in a world where no one ever “seems to give a damn about nobody.” George confides in Slim the story of how he and Lennie came to be companions. They were born in the same town, and George took charge of Lennie after the death of Lennie’s Aunt Clara. At first, George admits, he pushed Lennie around, getting him to do ridiculous things, such as jumping into a river even though he didn’t know how to swim. After watching his friend nearly drown, George felt ashamed of his behavior. Since that day, he has taken good care of his companion, protecting him even when he gets in trouble. For example, in Weed, the last town where they worked, Lennie wanted to touch the fabric of a girl’s red dress. When she pulled away, Lennie became frightened and held on to her until George hit him over the head to make him let go. The girl accused Lennie of ****, and George and Lennie had to hide in an irrigation ditch to escape a lynch mob.
Lennie comes into the bunkhouse, carrying his new puppy under his coat. George berates him for taking the little creature away from its mother. As Lennie returns the puppy to the litter, Candy and Carlson appear. Carlson begins to complain again about Candy’s dog, saying that it stinks and that it “ain’t no good to himself.” He urges Candy to shoot the animal. Candy replies that he has had the dog for too many years to kill it, but Carlson continues to pressure him. Eventually Slim joins in, suggesting that Candy would be putting a suffering animal out if its misery. Slim offers him a puppy and urges him to let Carlson shoot the dog. Another farmhand, Whit, enters and shows Slim a letter written by a man they used to work with published in a pulp magazine. The short letter praises the magazine. As the men marvel over it, Carlson offers to kill the dog quickly by shooting it in the back of the head. Reluctantly, Candy gives in. Carlson takes the dog outside, promising Slim that he will bury the corpse. After a few awkward moments of silence, the men hear a shot ring out, and Candy turns his face to the wall.
Crooks, the black stable-hand, comes in and tells Slim that he has warmed some tar to put on a mule’s foot. After Slim leaves, the other men play cards and discuss Curley’s wife, agreeing that she will make trouble for someone; as George says, “She’s a ******** all set on the trigger.” Whit invites George to accompany them to a local whorehouse…