After the Fair Gwen runs off precipitously with Freak, Max goes back to the down under and lies under his bed, where it is

cool and empty . . . [and] you don’t have to think about anything . . . you’re not even there.

He is soon interrupted by Gram, who knocks on his door and says she has just had a call from Gwen Avery, who wants to apologize to him. Gwen had been stunned to see how big Max has gotten and thinks she may have offended him by her reaction. Gram explains that Gwen had been a good friend of Max’s mother. She is “delighted” to know that he and her son, Kevin, are going to be friends and has invited him over for dinner.

Max, who really is “bigger than most people,” asks if he has to accept the invitation, and Gram responds gently that it would be “the right thing to do.” She tells Max that it was not him who scared Freak’s mother—but when Max asks, “Then who was it?,” Gram evades the question and says she will “leave that to Gwen.”

Dinner with Freak and his mother turns out to be “not so bad” after all. Gwen talks a mile a minute, telling Max that she remembers him as a baby, when she and his mother and their group had been living over in the tenements. Freak bluntly mentions the growing resemblance between Max and his father, who is in prison, and Gwen looks uncomfortable. When Max asks Gwen if she had known his father personally, Gwen says, “Not very well. . . . He made it . . . difficult for your mother to have friends.”

The Fair Gwen makes hot dogs and potato salad, and everyone eats on paper plates outside in the backyard. Freak tells funny stories, and Max laughs so hard he chokes on his hot dog and ends up trying to sneeze it through his nose. Max has a great time and marvels at how happy he is when he goes back to the down under. To his surprise, however, when he lies on his bed, he is “crying like a baby.”

On the Fourth of July, Max is allowed to go to the fireworks display down by the millpond with Freak. On their way there, the town bully, Tony D. (“alias Blade”), and his gang of punks harass them. When Freak realizes their tormentors are not going to go away, he boldly stands up to Tony D., calling him a “cretin.” Fortunately, a police car comes by at just that moment, and Blade and his gang make a quick getaway.

When they are gone, Freak asks Max, “You can take him, right?” Max replies that if he had tried to fight Blade, he would have had to fight his gang too. Shocked at his own audacity in talking back to Tony D., Freak starts laughing so hard he falls over. Max reaches down to pick him up and is amazed at how light his little friend is. Later, when the fireworks have started and Freak is complaining that he cannot see, Max unthinkingly picks up his friend and sets him on his shoulders. Although he is “kind of trembly up there” at first, Freak is not at all upset that Max has picked him up like a little kid. Grabbing Max’s hair for balance, Freak ecstatically watches the show, shouting out the chemical names for the reactions that create the spectacular colors and formations behind the Fourth of July fireworks display. Max concludes that Freak is “possibly the smartest human being in the whole world.”