- Calloway locks himself in his room and won't answer any of the knocks on his door.
- In the kitchen, Miss Thomas and Mr. Jimmy ask Bud questions about his mother, like how she died.
- Then Mr. Jimmy wants to know what Angela looked like to be sure Bud is Mr. C's grandchild. Bud leaves to get a picture of his momma that is up in his room.
- When he walks up the stairs, he sees that Mr. C's door is open and quietly sneaks into his room. Mr. C is sitting right there, crying his eyes out.
- Shocked, Bud remembers his Rules and Things for Having a Funner Life and Making a Better Liar out of Yourself, number 39: the older you get, the less you cry… which makes Bud think that whatever is making Calloway cry had to be a tragedy.
- Bud puts a little hand on Mr. C's shoulder and pats him. The old man jerks and shudders and tries to talk but not much comes out, though he does manage to call Bud Buddy.
- Back in the kitchen, folks look at the photo. There's no doubt about it: Miss Thomas tells Bud about his mother leaving, how Mr. C was hard on her to toughen her up. How he loved her so much and pushed her to be great. He pushed too hard and she ran off.
- Miss Thomas gives Bud a photo of his mother when she was thirteen. Bud thinks she looked so sweet.
- We learn that Calloway picked up rocks for Angela at every show he played, because when she was very young, she asked him to bring her back a "wock."
- Miss Thomas goes to check on Mr. C, and the band comes in bearing a gift for Bud: his own little saxophone. Bud is way excited.
- Steady says he will come by later to begin practicing with Bud.
- Bud runs back to his room and makes his bed with his old blanket, realizing that he won't need to carry it around with him anymore. He grabs his rock sack and flyers and knocks on Mr. C's door, even though it is empty (since Mr. C is in Miss Thomas's room talking and crying).
- In Calloway's room, Bud leaves all his mother's things with Calloway. Back in his room, Bud tacks up the photo of her with the horse.
- As Bud practices on his brand new sax, he thinks that even though he doesn't sound good yet, he will in the future. He thinks that Eddie will probably get there early to give him his first lesson.