After George and the other farm hands have gone out for a night on the town, Lennie sees Crooks' light on and door half open and pays him a visit.
Because of his race and handicap, Crooks lives apart from the other men, setting up a place by himself in the old harness room. He is not used to "company" and is only invited to join the other men at special times, such as Christmas. So when Lennie shows up, it takes him by surprise and he considers the "visit" an unwelcomed intrusion. He snaps at Lennie, then asks him what he would do if George ever went away, never to come back. Because of his own handicap, Lennie panics at the very thought. Crooks sees his distress, takes pity on him, and tries to calm him down. After having given the other men the sour grapes treatment for so long, he admits to Lennie that he is indeed a very lonely man.