Lucius Down, who has been out searching for Gran'ma Ben for two days, returns to find the town barricaded. He protests about Phoney appointing himself leader, and orders the fences to be torn down, but the townsfolk, terrified of dragons, turn against him and refuse to even let him back into his own tavern.
In the barn, Smiley is delighted to meet the Rat Creature cub, and promptly adopts him as a pet. Fone Bone meets with Lucius and explains what happened in the forest. Lucius fears that the Rat Creatures evacuating the valley could be a precursor to another sneak attack like the Nights of Lightning.
Meanwhile, the Hooded One addresses his army of Rat Creatures and men from Pawa. He tells them the two laws that the Lord of the Locusts has set down for them and then orders them to prepare for war.