- The boys finally make it to Memphis. Lucius is confused as to why they're not staying at the Gayoso Hotel, as he always has every time he's gone to Memphis.
- "We're going to a kind a boarding house I know," Boon says. "You'll like it" (5.6).
- Boon hands Lucius the key to the car to make sure that Boon himself doesn't lose it. Ned goes off somewhere unknown, and Boon and Lucius enter the boarding house.
- Lucius slowly learns that the boarding house is actually a brothel, and he learns what goes on in there. Loss of innocence? Check.
- Boon meets Miss Reba, the head of the brothel, who quickly recognizes that Lucius is learning all this for the first time. She sort of jokes around with Lucius but shows him great kindness.
- Lucius also meets Miss Corrie, who turns out to be Boon's girlfriend, and her nephew Otis, a big meanie who is ten years old.
- Even worse than Otis is the brothel's landlord, Mr. Binford, who is dirty, racist, and sexist. It's through Mr. Binford that Lucius learns that some people are just downright rude.
- Lucius pauses to reflect on his loss of innocence, but his lamentations are quickly interrupted by Miss Reba insisting they go outside to figure out why a man is yelling Boon's name.
- Everyone runs outside, and Lucius tells us what he saw then: Ned yelling and standing next to a beautiful horse.