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At the upper end of the Fair Ground, in Winesburg, there is a half decayed old grand-stand.  It has never been painted and the boards are all warped out of shape.  The Fair Ground stands on top of a low hill rising out of the valley of Wine Creek and from the grand-stand one can see at night, over a cornfield, the lights of the town reflected against the sky.

George and Helen climbed the hill to the Fair Ground, coming by the path past Waterworks Pond.  The feeling of loneliness and isolation that had come to the young man in the crowded streets of his town was both broken and intensified by the presence of Helen.  What he felt was reflected in her.

In youth there are always two forces fighting in people.  The warm unthinking little animal struggles against the thing that reflects and remembers, and the older, the more sophisticated thing had possession of George Willard.  Sensing his mood, Helen walked beside him filled with respect.  When they got to the grand-stand they climbed up under the roof and sat down on one of the long bench-like seats.

There is something memorable in the experience to be had by going into a fair ground that stands at the edge of a Middle Western town on a night after the annual fair has been held.  The sensation is one never to be forgotten.  On all sides are ghosts, not of the dead, but of living people.  Here, during the day just passed, have come the people pouring in from the town and the country around.  Farmers with their wives and children and all the people from the hundreds of little frame houses have gathered within these board walls.  Young girls have laughed and men with beards have talked of the affairs of their lives.  The place has been filled to overflowing with life.  It has itched and squirmed with life and now it is night and the life has all gone away.  The silence is almost terrifying.  One conceals oneself standing silently beside the trunk of a tree and what there is of a reflective tendency in his nature is intensified.  One shudders at the thought of the meaninglessness of life while at the same instant, and if the people of the town are his people, one loves life so intensely that tears come into the eyes.

In the darkness under the roof of the grand-stand, George Willard sat beside Helen White and felt very keenly his own insignificance in the scheme of existence.  Now that he had come out of town where the presence of the people stirring about, busy with a multitude of affairs, had been so irritating, the irritation was all gone.  The presence of Helen renewed and refreshed him.  It was as though her woman’s hand was assisting him to make some minute readjustment of the machinery of his life.  He began to think of the people in the town where he had always lived with something like reverence.  He had reverence for Helen.  He wanted to love and to be loved by her, but he did not want at the moment to be confused