After Max becomes fast friends with Kevin, Kevin's mother calls her son's name, and the two boys exit the basement. Max is perplexed when Kevin's mother, Gwen, appears frightened. The moment she sees Max, she is shaken by how much he looks like his father, who is a known felon and in prison for murdering his wife. She quickly grabs Kevin, places him in the wagon, and sprints home.
Considering Max's resemblance to his father, Gwen's reaction is understandable. Gwen was good friends with Max's mother before she was brutally murdered and remembers not seeing her much after she met Max's father. Shortly after Gwen freaks out and rushes Kevin away, she calls Max's grandmother to apologize for offending him. She realizes that Max is not his father and invites him over for dinner.
Max reluctantly accepts the invite and enjoys spending time with Kevin and Gwen, who apologizes for being frightened and cannot stop talking about his childhood. Kevin elaborates on his mother's comments by telling Max he is the spitting image of his deranged father. The audience sympathizes with Max, who cannot help it if he looks like his criminal father. After Max has dinner with Kevin and his mother, he lies in bed and bursts into tears because he realizes he is genuinely happy for the first time in his life.