Bud hears a stick snap and is worried that someone is sneaking up on him; he has been sleeping under a tree outside the library. A body crashes into him, but as they tussle, Bud realizes it is his friend Bugs.

Bud asks Bugs why he is not at the Home and Bugs explains that he has left the Home to ride the rails (railroad cars) and has come to see if Bud wants to accompany him. Bugs also asks for the details of Bud’s fight at and flight from the Amos household. Bugs declares Bud is a hero!

As they talk, Bugs explains what it is like to travel by train. Bud believes riding the rails is a fine idea, so they agree to travel together. They spit in their palms and shake hands, sealing the deal and their brotherhood.

The boys go to the mission to find out where they can catch the train. They are directed to a nearby city called Hooverville, but no one is exactly sure where it is. The boys decide to try to find it by following the rails outside of Flint. The smell of food cooking and music playing lead them to the “camp.” There are shacks made of wood, cardboard, and cloth; food is cooking in one pot and clothes are washing in another. Off to the side a third pot is boiling; a small group of White people are sitting around it.

Bugs explains this is a “cardboard jungle,” a place where people stop after traveling the rails to eat and get cleaned up. If they went to town first, they would be chased away. Both boys are nervous about entering unasked, but Bud loses a coin toss so he walks into the camp to question its inhabitants.

Bud is told he is in Hooverville, named for President Hoover, and that there are many such places—all called Hooverville—across the nation for those struggling to survive the depression. The camps are mostly made up of men and boys, but there are a few women and girls. The people around the larger fire welcome the boys, encouraging them to eat and rest in exchange for helping with clean up later.

The boys enjoy a delicious meal. Afterward they go down to the water to wash the dishes (tin cans and old spoons). Bud meets Deza Malone, who tells him she does not think he is old or experienced enough to ride the rails. Deza is sorry that Bud has lost his mom. Bud explains that his mom told him that no matter what happened, she would always be with him. Deza observes that Bud seems to carry his family around in his suitcase, which he cannot deny.

Deza tries to explain to Bud that returning to the Home might be better than taking on the railroad police. The men that work for the railroad do not let people just take rides on the trains whenever they want. Deza quickly changes the subject and asks if Bud has ever kissed a girl. When he says no, she scrunches up her lips and closes her eyes, and he kisses her.

When they return to the camp, Bud asks why the White folks will not join the rest of the camp. Deza explains that they have been invited but feel out of place because they are White, and they do not want handouts.

Eventually the boys are told that if they want to get the train the next day, they had best go to bed. They bunk with another group of boys, and Bud puts himself to sleep imagining his mother telling him bedtime stories. The next thing Bud hears is a voice screaming that the train is leaving early.

Everyone hurriedly gathers their things and starts to run toward the train. There are railroad police there to stop the crowd, but most of them run away when they see the large number of people heading toward them from Hooverville.

Bud has left his blue flyer behind and has to retrieve it. As he tries to catch up, he sees Bugs already in one of the railroad cars. Bugs tells him to throw his suitcase. Bud does so, but as hard as he tries he cannot catch up. Bugs waves goodbye and throws the suitcase back to Bud.

Bud returns to the camp and finds the Flint police burning all the shacks and shooting holes in the pots to make them useless. Those left behind call the police cowards because they waited until the men had left on the train to break up the camp. The police refuse to speak and continue their destruction.

Deza had told Bud he should stay in Flint. Now that he has missed the train, Bud thinks perhaps he was not meant to leave Flint. After a while, it becomes too hard to listen to the crying and arguing around him, so Bud leaves the camp. He thinks that if he hurries, he can make it to the mission in time for breakfast.