The townspeople's patience begins to wear thin as Phoney continues to press them for his “dragon slayer” fees. He lectures the townsfolk on the dangers of hoarding their goods and announces how he plans to use everything he has collected to lure a dragon and kill it (in actuality, a ruse to flee with all his ill-gotten gains). Meanwhile, Thorn, exhausted and unable to sleep for fear of her dreams, decides to return to the farm house, throwing down her sword and leaving the village.
In the mountains enclosing the valley, the Rat Creature army and the Pawans have massed under the instructions of The Hooded One. They are, just as Lucius and Gran'ma Ben feared, preparing to strike at the inhabitants of the valley.