- Standing in the mouth of the cave, the band watches the planes. Three pass very low, and they drop the blanket at the cave mouth to conceal themselves. No more planes pass.
- Back outside the cave, Pilar, Robert Jordan, and Maria get ready to see El Sordo. They decide to walk rather than take Pablo's horses. Pilar makes it clear that Pablo is not invited.
- Straight up, Pilar asks Robert Jordan whether he had sex with Maria. Maria hasn't told her anything, and he won't either, so Pilar loudly concludes that it's obvious they did.
- Maria will go with him, she says. When he insists he can't take a woman with him, Pilar says he can't take much more with him where "he's going." That doesn't sound good.
- Pilar confesses she is feeling a "sadness." Maybe it came from hurting Pablo with that story about Valencia.
- Robert Jordan asks her how she came to be with Pablo, and she responds that "he was something" once.
- Robert Jordan doesn't like Pablo, and Pilar says Pablo doesn't like him either. She slept with him the preceding night, and asked why he did not kill Robert Jordan; Pablo said he was a good boy. He also acknowledged that Pilar was in command. She awakened later to find him crying because the band had left him. She'd reassured him that she was his woman, and they were still all with him.
- Her sadness, Pilar says, is unlike Pablo's because it does not weaken her resolution. She has a faith in the Republic rather like religious faith.
- Robert Jordan says he has the same faith, though he thinks to himself that he's not sure he does. He does tell Pilar truthfully that he is not afraid of dying or of capture, only of not doing his duty.
- Pilar says he's "cold," but he says he just cares about his work. He likes drinking and women just fine, but not to interfere with work. He hasn't found a woman who moves him much.
- Pilar points out that he cares for Maria, and he admits he does, "suddenly and very much."
- Pilar says she will leave him alone with Maria after they meet El Sordo, telling him this is important, as there is not much time. She smiles at him and encourages him to take advantage of the opportunity. He tells Pilar he also cares for her very much, and she's touched.
- Apparently inspired, Robert Jordan goes into the cave and kisses Maria, who is quite appreciative. Fernando, still in there, walks out, and goes to relieve Primitivo on sentry.
- Agustín , meanwhile, has arrived, and chats with Pilar, who tells him he is to guard the two sacks in the cave. The two formidable foul-mouths get into a swearing match, which they laugh at.
- Turning serious, Agustín says he's sure something's going on, given all the planes. The fascists must know about the attack.
- Pablo, he says, is very smart, even though a coward, while Pilar, though brave, is not. They'll need Pablo to plan their tactics and retreat.
- Pilar asks Agustín what he thinks of the bridge plan, and he says he believes it is necessary. If Pablo doesn't see that, it's because he's blinded by fear. But it's important to keep him alive, because they'll need him.
- With that, Pilar calls Robert Jordan. Time to go.